No Integration of Offerings or General Solicitation. The Issuers, the Escrow Guarantor, the Surviving Issuers, the Guarantors and any other direct or indirect subsidiary of the Parent have not, directly or indirectly, solicited any offer to buy or offered to sell, and will not, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of any series of Securities in a manner that would #94399344v20 require such Securities to be registered under the Securities Act. None of the Issuers, the Escrow Guarantor, the Surviving Issuers, the Guarantors, any of their respective affiliates, as such term is defined in Rule 501 under the Securities Act (each, an “Affiliate”), or, to their knowledge, any person acting on any of their behalf (other than the Initial Purchasers, as to whom the Issuers, the Escrow Guarantor, the Surviving Issuers and the Guarantors make no representation or warranty) has engaged or will engage, in connection with the Offering, in any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities Act or in any manner involving a public offering within the meaning of Section 4(a)(2) under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, none of the Issuers, the Escrow Guarantor, the Surviving Issuers, the Guarantors, any of their respective Affiliates or, to their knowledge, any person acting on any of their behalf (other than the Initial Purchasers, as to whom the Issuers, the Escrow Guarantor, the Surviving Issuers and the Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and each of the Issuers, the Escrow Guarantor, the Surviving Issuers, the Guarantors and their respective Affiliates and, to their knowledge, any person acting on any of their behalf (other than the Initial Purchasers, as to whom the Issuers, the Escrow Guarantor, the Surviving Issuers and the Guarantors make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.
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No Integration of Offerings or General Solicitation. The IssuersNone of the Issuer, the Escrow GuarantorGuarantors, any of their respective affiliates (as such term is defined in Rule 501 under the Surviving IssuersSecurities Act) (each, an “Affiliate”), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuer and the Guarantors and any other direct make no representation or indirect subsidiary of the Parent have notwarranty) has, directly or indirectly, solicited any offer to buy or offered to sell, and will notor will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of any series of the Securities in a manner that would #94399344v20 require such the Securities to be registered under the Securities Act. None of the Issuers, the Escrow Guarantor, the Surviving IssuersIssuer, the Guarantors, any of their respective affiliatesAffiliates, as such term is defined in Rule 501 under the Securities Act (each, an “Affiliate”), or, to their knowledge, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Issuers, the Escrow Guarantor, the Surviving Issuers Issuer and the Guarantors make no representation or warranty) has engaged or will engage, in connection with the Offeringoffering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities Act or in any manner involving a public offering within the meaning of Section 4(a)(2) under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Issuers, the Escrow Guarantor, the Surviving IssuersIssuer, the Guarantors, any of their respective Affiliates or, to their knowledge, or any person acting on any of its or their behalf (other than the Initial Purchasers, as to whom the Issuers, the Escrow Guarantor, the Surviving Issuers Issuer and the Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Issuers, the Escrow Guarantor, the Surviving IssuersIssuer, the Guarantors and their respective Affiliates and, to their knowledge, and any person acting on any of its or their behalf (other than the Initial Purchasers, as to whom the Issuers, the Escrow Guarantor, the Surviving Issuers Issuer and the Guarantors make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.
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No Integration of Offerings or General Solicitation. The Issuers, the Escrow Guarantor, the Surviving Issuers, the Guarantors and any other direct or indirect subsidiary of the Parent have not, directly or indirectly, solicited any offer to buy or offered to sell, and will not, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of any series of Securities in a manner that would #94399344v20 require such Securities to be registered under the Securities Act. None of the IssuersCompany, the Escrow Parent Guarantor, the Surviving Issuers, the Guarantors, any of their respective affiliates, as such term is defined in Rule 501 under the Securities Act (each, an “Affiliate”), or, to their knowledgeassuming the accuracy of the Initial Purchasers’ representations, any person acting on any of its or their behalf (other than has offered or sold the Initial Purchasers, as to whom the Issuers, the Escrow Guarantor, the Surviving Issuers and the Guarantors make no representation or warranty) has engaged or will engage, in connection with the Offering, in Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502 502(c) under the Securities Act, or, with respect to Securities sold outside the United States to non-U.S. persons (as defined in Rule 902 under the Securities Act), by means of any directed selling efforts within the meaning of Rule 902 under the Securities Act and the Company, the Parent Guarantor, any affiliate of the Company or in the Parent Guarantor and any manner involving a public person acting on its or their behalf has complied with and will implement the “offering restriction” within the meaning of Section 4(a)(2such Rule 902, it being understood that the Company or the Parent Guarantor makes no representations or warranties in this clause (b) as to the sale of the Securities to the Initial Purchasers. Within the six months prior to the date of this Agreement, none of the Company, the Parent Guarantor or any other person acting on behalf of the Company or the Parent Guarantor has offered or sold to any person any Securities, or any securities of the same or a similar class as the Securities, other than Securities offered or sold to the Initial Purchasers hereunder. The Company and the Parent Guarantor will take reasonable precautions designed to ensure that any offer or sale, direct or indirect, in the United States or to any U.S. person (as defined in Rule 902 under the Securities Act) of any Securities or any substantially similar security issued by the Company or the Parent Guarantor, within six months subsequent to the date on which the distribution of the Securities has been completed (as notified to the Company or the Parent Guarantor by the Initial Purchasers), is made under restrictions and other circumstances reasonably designed not to affect the status of the offer and sale of the Securities in the United States and to U.S. persons contemplated by this Agreement as transactions exempt from the registration provisions of the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the IssuersCompany, the Escrow Parent Guarantor, the Surviving Issuers, the Guarantors, any of their respective Affiliates or, to their knowledge, affiliates or any person acting on any of its or their behalf (other than the Initial Purchasers, as to whom the Issuers, the Escrow Guarantor, the Surviving Issuers Company and the Guarantors Parent Guarantor make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the IssuersCompany, the Escrow Guarantor, the Surviving Issuers, the Guarantors Parent Guarantor and their respective Affiliates and, to their knowledge, affiliates and any person acting on any of its or their behalf (other than the Initial Purchasers, as to whom the Issuers, the Escrow Guarantor, the Surviving Issuers Company and the Guarantors Parent Guarantor make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.
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Samples: Purchase Agreement (Solectron Corp)
No Integration of Offerings or General Solicitation. The Issuers, the Escrow Guarantor, the Surviving Issuers, the Guarantors and any other direct or indirect subsidiary of the Parent have not, directly or indirectly, solicited any offer to buy or offered to sell, and will not, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of any series of Securities in a manner that would #94399344v20 require such Securities to be registered under the Securities Act. None of the Issuers, the Escrow Guarantor, the Surviving Issuers, the Guarantors, any of their respective affiliates, as such term is defined in Rule 501 under the Securities Act (each, an “Affiliate”), or, to their knowledge, any person acting on any of their behalf (other than the Initial Purchasers, as to whom the Issuers, the Escrow Guarantor, the Surviving Issuers and the Guarantors make no representation or warranty) has engaged or will engage, in connection with the Offering, in any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities Act or in any manner involving a public offering within the meaning of Section 4(a)(2) under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, none of the Issuers, the Escrow Guarantor, the Surviving Issuers, the Guarantors, any of their respective Affiliates or, to their knowledge, any person acting on any of their behalf (other than the Initial Purchasers, as to whom the Issuers, the Escrow Guarantor, the Surviving Issuers and the Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and each of the Issuers, the Escrow Guarantor, the Surviving Issuers, the Guarantors and their respective Affiliates and, to their knowledge, any person acting on any of their behalf (other than the Initial Purchasers, as to whom the Issuers, the Escrow Guarantor, the Surviving Issuers and the Guarantors make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.
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