No General Solicitation or Directed Selling Efforts. None of the Calumet Parties or any of their affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no representation 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(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 3 contracts
Samples: Calumet Specialty Products Partners, L.P., Calumet Specialty Products Partners, L.P., Calumet Specialty Products Partners, L.P.
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties or any of their affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no representation covenant is madegiven) has will (i) solicited solicit offers for, or offered offer or soldsell, 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) engaged 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.S with respect to the Securities.
Appears in 3 contracts
Samples: Purchase Agreement (Calumet Specialty Products Partners, L.P.), Purchase Agreement (Calumet Specialty Products Partners, L.P.), Isda Master Agreement (Calumet Specialty Products Partners, L.P.)
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties or Partnership nor any of their its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no representation 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(24(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 3 contracts
Samples: Purchase Agreement (Enviva Partners, LP), Enviva Partners, LP, Enviva Partners, LP
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties or any of their affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no representation covenant is madegiven) has will (i) solicited solicit offers for, or offered offer or soldsell, 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) engaged 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 3 contracts
Samples: Calumet Specialty Products Partners, L.P., Calumet Specialty Products Partners, L.P., Calumet Specialty Products Partners, L.P.
No General Solicitation or Directed Selling Efforts. None of the Calumet Partnership Parties or any of their respective affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no representation 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(24(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 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 Calumet Parties Company or any of their its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, Purchasers as to which whom no representation is made) has (i) solicited offers for, or offered or sold, 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) 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 imposed by Regulation S.
Appears in 2 contracts
Samples: Registration Rights Agreement (Dana Corp), Dana Corp
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties Company, the Parent, or any of their affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no representation 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(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 2 contracts
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties Issuers, the Company, the Guarantors or any of their respective affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no representation is made) has (i) solicited offers for, or offered or sold, 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) 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 2 contracts
Samples: Purchase Agreement, Purchase Agreement
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties or any of their affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no representation 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(24(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.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 Calumet Parties or any of their affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no representation 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(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.S with respect to the Securities.
Appears in 2 contracts
Samples: Purchase Agreement (Calumet Specialty Products Partners, L.P.), Purchase Agreement (Calumet Specialty Products Partners, L.P.)
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties Escrow Issuer, the Company or any of their its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no representation 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(24(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 2 contracts
Samples: Purchase Agreement (Manitowoc Co Inc), Purchase Agreement (Manitowoc Foodservice, Inc.)
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties or Neither RRI nor any of their its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no representation 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(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 2 contracts
Samples: Purchase Agreement (Mirant Corp), Purchase Agreement (Rri Energy Inc)
No General Solicitation or Directed Selling Efforts. None of the Calumet Partnership Parties or any of their respective affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no representation 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(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 2 contracts
Samples: Registration Rights Agreement (Global Partners Lp), Purchase Agreement (Global Partners Lp)
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties or Company nor any of their its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no representation is mademade by the Company and the Guarantors) 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(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: Lender Processing Services, Inc.
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties Company or any of their the Company’s affiliates or any other person acting on its or any of their behalf behalfs (other than the Initial Purchasers, as to which no representation 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(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
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties Company, any Guarantor or any of their its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no representation 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(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
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties Issuer or any of their its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no representation 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(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.S. (kk)
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of Neither the Calumet Parties or Issuers nor any of their respective affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no representation 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 0 or in any manner involving a public offering within the meaning of Section 4(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 (Palace Entertainment Holdings, Inc.)
No General Solicitation or Directed Selling Efforts. None of Neither the Calumet Parties or Merger Sub nor the Company nor any of their respective affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no representation 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(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
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties Company or any of their its controlled affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no representation 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(24(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: Elastic N.V.
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties Company, or any of their its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no representation 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(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
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties Company or any of their its affiliates or any other person acting on its or their behalf (other than the Initial PurchasersPurchasers and their affiliates, as to which no representation 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(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
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties Company or any of their its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no representation is made) has (i) solicited offers for, or offered or sold, 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) engaged with respect to the Notes 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: Dow Jones & Co Inc
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties Issuer, the Guarantors or any of their respective controlled affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no representation 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(24(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: MultiPlan Corp
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties Issuers or any of their respective affiliates or nor any other person acting on its behalf of the Issuers or any of their behalf respective affiliates (other than the Initial Purchasers, as to which no representation 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(24(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: Endo International PLC
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties Company or any of their its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no representation 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(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.S. (hh)
Appears in 1 contract
Samples: Purchase Agreement (Cornell Corrections of Rhode Island, Inc.)
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties Company, or any of their its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no representation 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(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
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties Company or any of their its affiliates or any other person acting on its or their behalf (other than the Initial PurchasersPurchaser, as to which no representation 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(24(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 (RumbleON, Inc.)
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties Company or any of their its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no representation is made) has (i) solicited offers for, or offered or sold, 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) 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 (Nisource Inc/De)
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties Company or any of their its controlled affiliates or any other person acting on its or their behalf (other than the Initial PurchasersPurchaser, as to which no representation is made) has (i) solicited offers for, or offered or sold, 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) 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: T-Mobile US, Inc.
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties LLC Issuer or any of their its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no representation 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(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: Mirant Potrero, LLC
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties Company or any of their its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no representation 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(24(a)(2) of the Securities Act or (ii) engaged with respect to any securities sold in any directed selling efforts within the meaning reliance on Rule 903 of Regulation S under the Securities Act (“Regulation S”), engaged in any directed selling efforts within the meaning of Regulation S, and all such 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 Calumet Parties Company or any of their its affiliates or any other person acting on its or their behalf (other than the Initial PurchasersPurchasers and their affiliates, as to which whom the Company makes no representation is maderepresentation) 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(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
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties Company or any of their its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no representation 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(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.S
Appears in 1 contract
Samples: Purchase Agreement (Integra Lifesciences Holdings Corp)
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties or any of their affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no representation 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(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.S with respect to the Securities.
Appears in 1 contract
Samples: Isda Master Agreement (Calumet Specialty Products Partners, L.P.)
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties or Company, the Guarantors nor any of their respective affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no representation 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(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: Citadel Broadcasting Corp
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties Parent or any of their its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no representation 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(24(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
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties Company or any of their its affiliates or any other person acting on its or their behalf (other than the Initial PurchasersPurchaser, as to which no representation 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(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 (Plains Exploration & Production Co)
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties Issuer, ProBuild or any of their respective affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no representation 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(24(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
No General Solicitation or Directed Selling Efforts. None of Neither the Calumet Parties or Issuer nor any of their its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no representation 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(24(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: Washington Prime Group Inc.
No General Solicitation or Directed Selling Efforts. None of Neither the Calumet Parties or Company nor any of their its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no representation is made) has (i) solicited offers for, or offered or sold, 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) 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 (Travelport LTD)
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties Company or any of their its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, their agents and affiliates, as to which no representation 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(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: Registration Rights Agreement (VI Acquisition Corp)
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties Symmetry, NSI or any of their respective affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no representation 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(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
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties or Issuers, the Guarantors nor any of their respective affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no representation 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(24(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: Restaurant Brands International Inc.
No General Solicitation or Directed Selling Efforts. None of Neither the Calumet Parties or Parent nor any of their its affiliates or nor any other person acting on its or their behalf (other than the Initial Purchasers, as to which no representation 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(24(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
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties Partnership Entities or any of their respective affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no representation 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(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: Markwest Energy Partners L P
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties Company, the Guarantors or any of their respective affiliates or any other person acting on its or their behalf (other than the Initial PurchasersPurchaser, as to which no representation 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(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
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties Issuer or any of their its affiliates or any other person acting on its or their behalf (other than the Initial PurchasersPurchaser, as to which no representation 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(24(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: Builders FirstSource, Inc.
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties or Company, any of their its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no representation 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(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: Sba Communications Corp
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties Partnership or any of their its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no representation is made) has (i) solicited offers for, or offered or sold, 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) 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: SunCoke Energy Partners, L.P.
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties Issuers or any of their affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no representation 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(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: Atlas Resource Partners, L.P.
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties Company or any of their its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no representation is made) has (i) solicited offers for, or offered or sold, 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) 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: Penn Virginia Corp
No General Solicitation or Directed Selling Efforts. None of AMI, the Calumet Parties Company or any of their respective affiliates or any other person acting on its or their behalf (other than the Initial PurchasersPurchaser, as to which no representation is made) has (i) solicited offers for, or offered or sold, 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) 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: American Media Operations Inc
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties Issuers or any of their respective affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no representation 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(24(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: Regency Energy Partners LP
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties or Company, PSI nor any of their respective affiliates or nor any other person acting on its or their behalf (other than the Initial Purchasers, as to which no representation 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(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: Form of Purchase Agreement (Universal Health Services Inc)
No General Solicitation or Directed Selling Efforts. None of Merger Sub, the Calumet Parties or Company, the Guarantors nor any of their respective affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no representation 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(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
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties Company, Macrovision, Gemstar or any of their respective affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no representation 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(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: Macrovision Solutions CORP
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties Company, the Target or any of their affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no representation 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(24(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
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties Partnership or any of their its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no representation is made) has (i) solicited offers for, or offered or sold, 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) 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
