Common use of No General Solicitation or Directed Selling Efforts Clause in Contracts

No General Solicitation or Directed Selling Efforts. None of the Issuer, the Guarantors nor any of their respective affiliates or any other person acting on its or their behalf (other than the Notes Purchaser and the Placement Agent, as to which no representation are made) has (i) solicited offers for, or offered or 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(a)(2) of the Securities Act or (ii) engaged in any directed selling efforts within the meaning of Regulation S under the Securities Act (“Regulation S”), and all such persons have complied with the offering restrictions requirement of Regulation S.

Appears in 1 contract

Samples: Globalstar, Inc.

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No General Solicitation or Directed Selling Efforts. None of the Issuer, the Guarantors nor Company or any of their respective its affiliates or any other person acting on its or their behalf (other than the Notes Purchaser and the Placement AgentInitial Purchasers, as to which no representation are is made) has (i) solicited offers for, or offered or 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(a)(24(2) of the Securities Act or (ii) in connection with offers and sales of Securities outside the United States, engaged in any directed selling efforts within the meaning of Regulation S under the Securities Act (“Regulation S”), and all such persons have complied with the offering restrictions requirement of Regulation S.

Appears in 1 contract

Samples: Purchase Agreement (PDC Energy, Inc.)

No General Solicitation or Directed Selling Efforts. None of the Company, the Issuer, the Guarantors nor Note Issuer or any of their respective affiliates or any other person acting on its or their behalf (other than the Notes Purchaser and the Placement AgentManagers, as to which no representation are is made) has (i) solicited offers for, or offered or sold, the Securities or the Note 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(a)(24(2) of the Securities Act or (ii) engaged in any directed selling efforts within the meaning of Regulation S under the Securities Act (“Regulation S”), and all such persons have complied 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 Issuer, the Guarantors nor Company or any of their respective its affiliates or any other person acting on its or their behalf (other than the Notes Purchaser and the Placement AgentInitial Purchasers, as to which no representation are madecovenant is given) has will (i) solicited solicit offers for, or offered offer or soldsell, 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(a)(24(2) of the Securities Act or (ii) engaged in connection with offers and sales of Securities outside the United States, engage in any directed selling efforts within the meaning of Regulation S under the Securities Act (“Regulation S”), and all such persons have complied will comply with the offering restrictions requirement of Regulation S.

Appears in 1 contract

Samples: Purchase Agreement (PDC Energy, Inc.)

No General Solicitation or Directed Selling Efforts. None of the IssuerCompany, the Guarantors nor any Guarantor, or any of their respective affiliates or any other person acting on its or their behalf (other than the Notes Purchaser and the Placement AgentInitial Purchasers, as to which no representation are is made) has (i) solicited offers for, or offered or 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(a)(24(2) of the Securities Act or (ii) engaged in any directed selling efforts with respect to the Securities within the meaning of Regulation S under the Securities Act (“Regulation S”), and all such persons have complied 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 Issuer, the Guarantors nor Company or any of their respective its affiliates or any other person acting on its or their behalf (other than the Notes Purchaser Initial Purchasers and the Placement Agenttheir affiliates, as to which no representation are is made) has (i) solicited offers for, or offered or 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(a)(2) of the Securities Act or (ii) engaged in any directed selling efforts within the meaning of Regulation S under the Securities Act (“Regulation S”), and all such persons have complied with the offering restrictions requirement of Regulation S.

Appears in 1 contract

Samples: Purchase Agreement (Warren Resources Inc)

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No General Solicitation or Directed Selling Efforts. None of Neither the Issuer, the Guarantors Company nor any of their respective affiliates or its subsidiaries, nor any other person acting on its or their behalf (other than the Notes Purchaser Initial Purchasers and their affiliates that assist in the Placement Agentdistribution of the Securities, as to which no representation are is made) has (i) solicited offers for, or offered or 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(a)(24(2) of the Securities Act or (ii) engaged in any directed selling efforts within the meaning of Regulation S under the Securities Act ("Regulation S"), and all such persons have complied with the offering restrictions requirement of Regulation S.

Appears in 1 contract

Samples: Dominos Inc

No General Solicitation or Directed Selling Efforts. None of Neither the IssuerCompany, the Subsidiary Guarantors nor any of their respective affiliates or any other person acting on its or their behalf (other than the Notes Purchaser and the Placement AgentInitial Purchaser, as to which no representation are is made) has (i) solicited offers for, or offered or 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(a)(2) of the Securities Act or (ii) engaged in any directed selling efforts within the meaning of Regulation S under the Securities Act (“Regulation S”), and all such persons have complied with the offering restrictions requirement of Regulation S.

Appears in 1 contract

Samples: Purchase Agreement (Bright Scholar Education Holdings LTD)

No General Solicitation or Directed Selling Efforts. None of the Issuer, the Guarantors nor Company or any of their respective its affiliates or any other person acting on its or their behalf (other than the Notes Purchaser Initial Purchasers and their affiliates that assist in the Placement Agentdistribution of the Securities, as to which no representation are is made) has (i) solicited offers for, or offered or 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(a)(24(2) of the Securities Act or (ii) engaged in any directed selling efforts within the meaning of Regulation S under the Securities Act (“Regulation S”), and all such persons have complied with the offering restrictions requirement of Regulation S.

Appears in 1 contract

Samples: Purchase Agreement (Avaya Inc)

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