No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) will, directly or through any agent, sell, offer for sale, solicit offers to buy or otherwise negotiate in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 223 contracts
Samples: Purchase Agreement (Lyft, Inc.), Purchase Agreement (Kinetik Holdings Inc.), Registration Rights Agreement (Oceaneering International Inc)
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) willhas, directly or through any agent, sellsold, offer offered for sale, solicit solicited offers to buy or otherwise negotiate negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 97 contracts
Samples: Purchase Agreement (Lyft, Inc.), Registration Rights Agreement (Oceaneering International Inc), Credit Agreement (Semtech Corp)
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) will, directly or through any agent, sell, offer for sale, solicit offers to buy or otherwise negotiate in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities Notes in a manner that would require registration of the Securities Notes under the Securities Act.
Appears in 9 contracts
Samples: Registration Rights Agreement (Sixth Street Lending Partners), TPG Specialty Lending, Inc., Purchase Agreement (Equitable Resources Inc /Pa/)
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) willhas, directly or through any agent, sellsold, offer offered for sale, solicit solicited offers to buy or otherwise negotiate negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities Notes in a manner that would require registration of the Securities Notes under the Securities Act.
Appears in 9 contracts
Samples: Notes Note Purchase Agreement (WeWork Inc.), Pledge and Security Agreement (WeWork Inc.), Purchase Agreement (Equitable Resources Inc /Pa/)
No Integration. Neither the Company Partnership nor any of its affiliates (as defined in Rule 501(b) of Regulation D) willhas, directly or through any agent, sellsold, offer offered for sale, solicit solicited offers to buy or otherwise negotiate negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 8 contracts
Samples: Purchase Agreement (Equitrans Midstream Corp), Purchase Agreement (Equitrans Midstream Corp), Purchase Agreement (Equitrans Midstream Corp)
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will, directly or through any agent, sell, offer for sale, solicit offers to buy or otherwise negotiate in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 7 contracts
Samples: Sba Communications Corp, Sba Communications Corp, Sba Communications Corp
No Integration. Neither the Company nor any of its controlled affiliates (as defined in Rule 501(b) of Regulation D) will, directly or through any agent, sell, offer for sale, solicit offers to buy or otherwise negotiate in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 6 contracts
Samples: Guarantee and Collateral Agreement (T-Mobile US, Inc.), Credit Agreement (T-Mobile US, Inc.), T-Mobile US, Inc.
No Integration. Neither None of the Company nor or any of its affiliates (as defined in Rule 501(b) of Regulation D) will, directly or through any agent, sell, offer for sale, solicit offers to buy or otherwise negotiate in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 6 contracts
Samples: Microchip Technology Inc, Microchip Technology Inc, Microchip Technology Inc
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) will, directly or through any agent, sell, offer for sale, solicit offers to buy or otherwise negotiate in respect of, any security (as defined in the Securities Act), and has not taken any of the foregoing actions with respect to any security, that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 5 contracts
Samples: Purchase Agreement (Sanchez Energy Corp), Registration Rights Agreement (Sanchez Energy Corp), Registration Rights Agreement (Sanchez Energy Corp)
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) willhas, directly or through any agent, sellsold, offer offered for sale, solicit solicited offers to buy or otherwise negotiate negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act, the rules and regulations thereunder or the interpretations thereof by the Commission.
Appears in 5 contracts
Samples: Purchase Agreement (ANTERO RESOURCES Corp), Purchase Agreement (ANTERO RESOURCES Corp), Purchase Agreement (ANTERO RESOURCES Corp)
No Integration. Neither the Company nor any of its affiliates “affiliates” (as defined in Rule 501(b) of Regulation D) willhas, directly or through any agent, sellsold, offer offered for sale, solicit solicited offers to buy or otherwise negotiate negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 5 contracts
Samples: Oasis Petroleum Inc., Purchase Agreement (Oasis Petroleum Inc.), Registration Rights Agreement (Oasis Petroleum Inc.)
No Integration. Neither the Company Company, the Parent nor any of its their affiliates (as defined in Rule 501(b) of Regulation D) will, directly or through any agent, sell, offer for sale, solicit offers to buy or otherwise negotiate in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Purchased Securities in a manner that would require registration of the Purchased Securities under the Securities Act.
Appears in 4 contracts
Samples: Purchase Agreement (Terrestar Corp), Master Investment Agreement (Terrestar Corp), Master Investment Agreement (Terrestar Corp)
No Integration. Neither None of the Company nor or any of its affiliates Subsidiaries (as defined in Rule 501(b) of Regulation D) willhas, directly or through any agent, sellsold, offer offered for sale, solicit solicited offers to buy or otherwise negotiate negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 4 contracts
Samples: Purchase Agreement (Sanchez Energy Corp), Registration Rights Agreement (Sanchez Energy Corp), Registration Rights Agreement (Sanchez Energy Corp)
No Integration. Neither the Company Partnership nor any of its affiliates (as defined in Rule 501(b) of Regulation D) will, directly or through any agent, sell, offer for sale, solicit offers to buy or otherwise negotiate in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 4 contracts
Samples: Purchase Agreement (Equitrans Midstream Corp), Purchase Agreement (Equitrans Midstream Corp), Purchase Agreement (Equitrans Midstream Corp)
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) will, directly or through any agent, will sell, offer for sale, sale or solicit offers to buy or otherwise negotiate in respect of, of any security (as defined in the Securities Act), that is or will ) which could be integrated with the sale of the Securities in a manner that which would require registration of the Securities under the Securities Act.
Appears in 4 contracts
Samples: Purchase Agreement (Northern Oil & Gas, Inc.), Purchase Agreement (Ion Geophysical Corp), Purchase Agreement (Northern Oil & Gas, Inc.)
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) willhas, directly or through any agentagent (other than the Initial Purchasers, sellas to which no representation is made), offer sold, offered for sale, solicit solicited offers to buy or otherwise negotiate negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 4 contracts
Samples: Nortel Networks LTD, Nortel Networks LTD, Nortel Networks Corp
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) will, directly or through any agent, sell, offer for sale, solicit offers to buy or otherwise negotiate in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities ActAct or the qualification of the Securities by the filing of a prospectus or otherwise under Canadian Securities Laws.
Appears in 4 contracts
Samples: Purchase Agreement (New Gold Inc. /FI), Purchase Agreement (New Gold Inc. /FI), B2gold Corp
No Integration. Neither None of the Company nor Company, any of its affiliates (as defined in Rule 501(b) of Regulation D) or any person acting on behalf of the Company or such affiliate will, directly or through any agentagent (other than the Initial Purchasers, as to which no covenant is given), sell, offer for sale, solicit offers to buy or otherwise negotiate in respect of, of any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 4 contracts
Samples: Nortel Networks Corp, Nortel Networks LTD, Nortel Networks Corp
No Integration. Neither the Company Company, the Parent nor any of its their affiliates (as defined in Rule 501(b) of Regulation D) willhas, directly or through any agent, sellsold, offer offered for sale, solicit solicited offers to buy or otherwise negotiate negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Purchased Securities in a manner that would require registration of the Purchased Securities under the Securities Act.
Appears in 4 contracts
Samples: Master Investment Agreement (Terrestar Corp), Master Investment Agreement (Terrestar Corp), Purchase Agreement (Terrestar Corp)
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) will, directly or through any agent, sell, offer for sale, solicit offers to buy or otherwise negotiate in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 4 contracts
Samples: Purchase Agreement (Acetex Corp), Stock Option Agreement (Advance Auto Parts Inc), Land O Lakes Inc
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation DD of the Act) willhas, directly or through any agent, sellsold, offer offered for sale, solicit solicited offers to buy or otherwise negotiate negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 3 contracts
Samples: Underwriting Agreement (Revance Therapeutics, Inc.), Underwriting Agreement (Revance Therapeutics, Inc.), Underwriting Agreement (Revance Therapeutics, Inc.)
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) will, directly or through any agent, sell, offer for sale, solicit offers to buy or otherwise negotiate in respect of, any security “security” (as defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 3 contracts
Samples: Purchase Agreement (Northern Oil & Gas, Inc.), Northern Oil & Gas, Inc., Northern Oil & Gas, Inc.
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) willhas, directly or through any agent, sellsold, offer offered for sale, solicit solicited offers to buy or otherwise negotiate negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities Subject Shares in a manner that would require registration of the Securities Subject Shares under the Securities Act.
Appears in 3 contracts
Samples: Securities Purchase Agreement (PDF Solutions Inc), Securities Purchase Agreement (Mercadolibre Inc), Securities Purchase Agreement (Mercadolibre Inc)
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) will, directly or through any agent, sell, offer for sale, solicit offers to buy or otherwise negotiate in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities as contemplated by this Agreement, the Time of Sale Information and the Offering Memorandum in a manner that would require registration of the Securities under the Securities Act.
Appears in 3 contracts
Samples: U.S. Concrete, Inc., Us Concrete Inc, Us Concrete Inc
No Integration. Neither None of the Company nor or any of its affiliates (as defined in Rule 501(b) of Regulation D) willhas, directly or through any agent, sellsold, offer offered for sale, solicit solicited offers to buy or otherwise negotiate negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 3 contracts
Samples: Microchip Technology Inc, Microchip Technology Inc, Cincinnati Financial Corp
No Integration. Neither the Company Company, nor the Issuer nor any of its their respective affiliates (as defined in Rule 501(b) of Regulation D) will, directly or through any agent, sell, offer for sale, solicit offers to buy or otherwise negotiate in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 3 contracts
Samples: Cemex Sa De Cv, Cemex Sa De Cv, Cemex Sa De Cv
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) will, directly or through any agent, sell, offer for sale, solicit offers to buy or otherwise negotiate in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities Notes in a manner that would require registration of the Securities Notes under the Securities Act.
Appears in 3 contracts
Samples: Dana Corp, Registration Rights Agreement (Dana Corp), Dana Corp
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) will, directly or through any agent, sell, offer for sale, solicit offers to buy or otherwise negotiate in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Purchased Securities in a manner that would require registration of the Purchased Securities under the Securities Act.
Appears in 2 contracts
Samples: Spectrum Contribution Agreement (Terrestar Corp), Spectrum Contribution Agreement (Harbinger Capital Partners Master Fund I, Ltd.)
No Integration. Neither the Company nor any of its controlled affiliates (as defined in Rule 501(b) of Regulation D) will, directly or through any agent, sell, offer for sale, solicit offers to buy or otherwise negotiate in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities Notes in a manner that would require registration of the Securities Notes under the Securities Act.
Appears in 2 contracts
Samples: T-Mobile US, Inc., T-Mobile US, Inc.
No Integration. Neither None of the Company nor Company, or any of its affiliates (as defined in Rule 501(b) of Regulation D) willhas, directly or through any agent, sellsold, offer offered for sale, solicit solicited offers to buy or otherwise negotiate negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 2 contracts
Samples: Science Applications International Corp, Science Applications International Corp
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) willhas, directly or through any agentagent (other than the Initial Purchasers, sellas to which no representation is made), offer sold, offered for sale, solicit solicited offers to buy or otherwise negotiate negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities Notes in a manner that would require registration of the Securities Notes under the Securities Act.
Appears in 2 contracts
Samples: Purchase Agreement (EQT Corp), EQT Corp
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D under the Securities Act (“Regulation D”)) willhas, directly or through any agent, sellsold, offer offered for sale, solicit solicited offers to buy or otherwise negotiate negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 2 contracts
Samples: Administration Agreement (Owl Rock Capital Corp II), Purchase Agreement (Cinedigm Corp.)
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) willhas, directly or through any agent, sellsold, offer offered for sale, solicit solicited offers to buy or otherwise negotiate negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the New Securities in a manner that would require registration of the New Securities under the Securities Act.
Appears in 2 contracts
Samples: Registration Rights Agreement (Northern Oil & Gas, Inc.), Exchange Agreement (TRT Holdings Inc)
No Integration. Neither the Company Company, the Parent nor any of its their affiliates (as defined in Rule 501(b) of Regulation D) or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will, directly or through any agent, sell, offer for sale, solicit offers to buy or otherwise negotiate in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 2 contracts
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) or any person acting on their behalf has, directly or indirectly, solicited any offer to buy or offered to sell, or will, directly or through any agent, sell, offer for saleindirectly, solicit offers any offer to buy or otherwise negotiate in respect ofoffer to sell, any security (as defined in the Securities Act), that is or will would be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 2 contracts
Samples: Navistar International Corp, Navistar International Corp
No Integration. Neither the Company Holdings nor any of its affiliates (as defined in Rule 501(b) of Regulation D) willhas, directly or through any agent, sellsold, offer offered for sale, solicit solicited offers to buy or otherwise negotiate negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 2 contracts
Samples: GoDaddy Inc., GoDaddy Inc.
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) will, directly or through any agentagent (other than the Initial Purchasers or any person acting on their behalf, as to which no representation is made), sell, offer for sale, solicit offers to buy or otherwise negotiate in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities Notes in a manner that would require registration of the Securities Notes under the Securities Act.
Appears in 2 contracts
Samples: Purchase Agreement (EQT Corp), EQT Corp
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) willhas, directly or through any agent, sellsold, offer offered for sale, solicit solicited offers to buy or otherwise negotiate negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Offered Securities in a manner that would require registration of the Offered Securities under the Securities Act.
Appears in 2 contracts
Samples: Purchase Agreement (Chemours Co), Purchase Agreement (Lone Pine Resources Inc.)
No Integration. Neither None of the Company nor Company, the Parent or any of its their affiliates (as defined in Rule 501(b) of Regulation D) will, directly or through any agent, sell, offer for sale, solicit offers to buy or otherwise negotiate in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 2 contracts
Samples: Superior Energy Services Inc, Superior Energy Services Inc
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) will, directly or through any agent, sell, offer for sale, solicit offers to buy or otherwise negotiate in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Offered Securities in a manner that would require registration of the Offered Securities under the Securities Act.
Appears in 2 contracts
Samples: Purchase Agreement (Chemours Co), Purchase Agreement (Gulfport Energy Corp)
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D under the Securities Act (“Regulation D”)) willhas, directly or through any agent, sellsold, offer offered for sale, solicit solicited offers to buy or otherwise negotiate negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities Notes in a manner that would require registration of the Securities Notes under the Securities Act.
Appears in 2 contracts
Samples: Registration Rights Agreement (Sixth Street Lending Partners), TPG Specialty Lending, Inc.
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) will, directly or through any agent, sell, offer for sale, solicit offers to buy or otherwise negotiate in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of Amendment or the Amended Note Securities in a manner that would require registration of the Amended Note Securities under the Securities ActAct or any applicable shareholder approval provisions, including, without limitation, under the rules and regulations of the Principal Market.
Appears in 2 contracts
Samples: Senior Secured Convertible Note Amendment Agreement and Waiver (Enerpulse Technologies, Inc.), Convertible Note Amendment Agreement (Verenium Corp)
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) willAffiliate has sold, directly offered for sale or through any agent, sell, offer for sale, solicit solicited offers to buy or otherwise negotiate negotiated in respect of, of any security (as defined in the Securities Act), that is ) or will do any of the foregoing which could be integrated with the sale of the Securities in a manner that would require registration any of the Securities under Rule 502(a) of Regulation D under the Securities ActAct in a manner which would require the registration under the Securities Act of such Securities.
Appears in 2 contracts
Samples: Purchase Agreement (E Trade Group Inc), Purchase Agreement (Alkermes Inc)
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation DD promulgated under the Securities Act) will, directly or through any agent, sell, offer for sale, solicit offers to buy or otherwise negotiate in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities New Common Stock, the Rights Offering Shares, the Rights Offering and this Agreement in a manner that would require registration of the Securities New Common Stock to be issued by the Company on the Effective Date under the Securities Act.
Appears in 2 contracts
Samples: Noteholder Backstop Commitment Agreement (Legacy Reserves Inc.), Sponsor Backstop Commitment Agreement (Legacy Reserves Inc.)
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D of the Securities Act (“Regulation D”)) willhas, directly or through any agent, sellsold, offer offered for sale, solicit solicited offers to buy or otherwise negotiate negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities New Notes in a manner that would require registration of the Securities New Notes under the Securities Act.
Appears in 2 contracts
Samples: Rescission Agreement (Allied Security Innovations, Inc.), Recapitalization Agreement (Ep Global Communications Inc)
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) willhas, directly or through any agent, sellsold, offer offered for sale, solicit solicited offers to buy or otherwise negotiate negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 1 contract
No Integration. Neither the Company Company, nor any of its affiliates (as defined in Rule 501(b) of Regulation D) will, directly or through any agent, sell, offer for sale, solicit offers to buy or otherwise negotiate in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities New Notes in a manner that would require registration of the Securities New Notes under the Securities Act.
Appears in 1 contract
Samples: Recapitalization Agreement (Ep Global Communications Inc)
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) will, directly or through any agent, sell, offer for sale, solicit offers to buy or otherwise negotiate in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities Shares in a manner that would require registration of the Securities Shares or the Underlying Shares under the Securities Act.
Appears in 1 contract
Samples: Penn Virginia Corp
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) willhas, directly or through any agent, sellsold, offer offered for sale, solicit solicited offers to buy or otherwise negotiate negotiated in respect of, any security (as defined in the Securities Act), including the Private Securities, that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 1 contract
Samples: Gogo Inc.
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) willhas, directly or through any agent, sellsold, offer offered for sale, solicit solicited offers to buy or otherwise negotiate negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities or the Existing 2029 Securities in a manner that would require registration of the Securities or the Existing 2029 Securities under the Securities Act.
Appears in 1 contract
Samples: Healthequity, Inc.
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) willhas, directly or through any agent, sellsold, offer offered for sale, solicit solicited offers to buy or otherwise negotiate negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.. (gg)
Appears in 1 contract
Samples: Purchase Agreement (Cornell Corrections of Rhode Island, Inc.)
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) will, directly or through any agent, sell, offer for sale, solicit offers to buy or otherwise negotiate in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities as contemplated by this Agreement, the Time of Sale Information and the Offering Memorandum in a manner that would require registration of the Securities under the Securities Act.. (n)
Appears in 1 contract
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) willhas, directly or through any agent, sellsold, offer offered for sale, solicit solicited offers to buy or otherwise negotiate negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities as contemplated by this Agreement, the Time of Sale Information and the Offering Memorandum in a manner that would require registration of the Securities under the Securities Act.
Appears in 1 contract
Samples: Us Concrete Inc
No Integration. Neither the Company Company, nor any of its affiliates (as defined in Rule 501(b) of Regulation D) willhas, directly or through any agent, sellsold, offer offered for sale, solicit solicited offers to buy or otherwise negotiate negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 1 contract
Samples: Evolent Health, Inc.
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) willhas, directly or through any agent, sellsold, offer offered for sale, solicit solicited offers to buy or otherwise negotiate negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities Notes in a manner that would require registration of the Securities Notes under the Securities Act.. 4.30
Appears in 1 contract
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D, but not including Xxxxxxxxx & Company, Inc., as to which no covenant is made) will, directly or through any agent, sell, offer for sale, solicit offers to buy or otherwise negotiate in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 1 contract
Samples: Registration Rights Agreement (Edgen Murray II, L.P.)
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) will, directly or through any agent, sell, offer for sale, solicit offers to buy or otherwise negotiate in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities Preferred Stock in a manner that would require registration of the Securities Preferred Stock under the Securities Act.
Appears in 1 contract
Samples: Purchase Agreement (Nisource Inc/De)
No Integration. Neither None of the Company nor Company, any of its affiliates (as defined in Rule 501(b) of Regulation D) or any person acting on behalf of the Company or such affiliate will, directly or through any agent, sell, offer for sale, solicit offers to buy or otherwise negotiate in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.the
Appears in 1 contract
No Integration. Neither the Company it nor any of its affiliates (as defined in Rule 501(b) under the Securities Act), nor any person acting on behalf of Regulation D) willany of them has, directly or through any agent, sellsold, offer offered for sale, solicit solicited offers to buy or otherwise negotiate negotiated in respect of, any security (as defined in the Securities Act), that ) which is or will be integrated with the sale of the any Securities in a manner that which would require the registration of the Securities under the Securities ActAct of such Securities.
Appears in 1 contract
Samples: Underwriting Agreement
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) will, directly or through any agent, sell, offer for sale, solicit offers to buy or otherwise negotiate in respect of, any security (as defined in the Securities Act)) in a transaction, that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 1 contract
Samples: Registration Rights Agreement (Energizer Holdings Inc)
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) will, directly or through any agent, sell, offer for sale, solicit offers to buy or otherwise negotiate in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Designated Securities in a manner that would require registration of the Designated Securities under the Securities Act.
Appears in 1 contract
No Integration. Neither the Company Company, nor its subsidiaries nor any of its their affiliates (as defined in Rule 501(b501 (b) of Regulation D) willhas, directly or through any agent, sellsold, offer offered for sale, solicit solicited offers to buy or otherwise negotiate negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 1 contract
Samples: Purchase Agreement (Acetex Corp)
No Integration. Neither the Company Company, the Parent nor any of its their affiliates (as defined in Rule 501(b) of Regulation D) willhas, directly or through any agent, sellsold, offer offered for sale, solicit solicited offers to buy or otherwise negotiate negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 1 contract
Samples: Sba Communications Corp
No Integration. Neither the Company nor or any of its affiliates (as defined in Rule 501(b) of Regulation D) willhas, directly or through any agent, sellsold, offer offered for sale, solicit solicited offers to buy or otherwise negotiate negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Offered Securities in a manner that would require registration of the Offered Securities under the Securities Act.
Appears in 1 contract
Samples: Purchase Agreement (Travelport LTD)
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) will, directly or through any agent, sell, offer for sale, solicit offers to buy or otherwise negotiate in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.. (n)
Appears in 1 contract
No Integration. Neither the Company nor any of its affiliates Affiliates (as defined in Rule 501(b) of Regulation D) willhas, directly or through any agent, sellsold, offer offered for sale, solicit solicited offers to buy or otherwise negotiate negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities Subject Shares in a manner that would require registration of the Securities Subject Shares under the Securities Act.
Appears in 1 contract
Samples: Securities Purchase Agreement (Softbank Group Corp)
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) will, directly or through any agent, sell, offer for sale, solicit offers to buy or otherwise negotiate in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities or the Underlying Common Stock in a manner that would require registration of the Securities or the Underlying Common Stock under the Securities Act.
Appears in 1 contract
Samples: Hornbeck Offshore Services Inc /La
No Integration. Neither the Company Company, the Subsidiary Guarantors nor any of its their respective affiliates (as defined in Rule 501(b) of Regulation D) will, directly or through any agent, sell, offer for sale, sale or solicit offers to buy or otherwise negotiate in respect of, of any security (as defined in the Securities Act), ) that is or will be integrated with the sale of the Securities in a manner that would require the registration of the Securities under the Securities Act.
Appears in 1 contract
Samples: Purchase Agreement (Bright Scholar Education Holdings LTD)
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) will, directly or through any agent, sell, offer for sale, solicit offers to buy or otherwise negotiate in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of Second Amendment or the Securities Second Amended Note in a manner that would require registration of the Securities Second Amended Note under the Securities ActAct or any applicable shareholder approval provisions, including, without limitation, under the rules and regulations of the Principal Market.
Appears in 1 contract
No Integration. Neither None of the Company nor or any of its their affiliates (as defined in Rule 501(b) of Regulation D) will, directly or through any agent, sell, offer for sale, solicit offers to buy or otherwise negotiate in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 1 contract
Samples: Deluxe Corp
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) will, directly or through any agent, sell, offer for sale, solicit offers to buy or otherwise negotiate in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act., or in a transaction outside of the United States in accordance with Regulation S.
Appears in 1 contract
Samples: Hanesbrands Inc.
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) will, directly or through any agent, sell, offer for sale, solicit offers to buy or otherwise negotiate in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Offered Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 1 contract
Samples: Purchase Agreement (Travelport LTD)
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) will, directly or through any agent, sell, offer for sale, solicit offers to buy or otherwise negotiate in respect of, any security (as defined in the Securities Act), in a transaction that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 1 contract
Samples: Ralcorp Holdings Inc /Mo
No Integration. Neither the Company nor Funding nor any of its their affiliates (as defined in Rule 501(b) of Regulation D) will, directly or through any agent, sell, offer for sale, solicit offers to buy or otherwise negotiate in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 1 contract
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) will, directly or through any agent, sell, offer for sale, solicit offers to buy or otherwise negotiate in respect of, any security (as defined in the Securities Act), ) that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 1 contract
Samples: Registration Rights Agreement (Church & Dwight Co Inc /De/)
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D, but excluding Xxxxxxxxx & Company, Inc., as to which no representation is made) willhas, directly or through any agent, sellsold, offer offered for sale, solicit solicited offers to buy or otherwise negotiate negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 1 contract
Samples: Registration Rights Agreement (Edgen Murray II, L.P.)
No Integration. Neither the Company nor any of its the Company’s affiliates (as defined in Rule 501(b) of Regulation D of the Securities Act (“Regulation D”) willhas, directly or through any agent, sellsold, offer offered for sale, solicit solicited offers to buy or otherwise negotiate negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 1 contract
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) will, directly or through any agent, sell, offer for sale, solicit offers to buy or otherwise negotiate in respect of, any security (as defined in the Securities Act), including the Private Securities, that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 1 contract
Samples: Gogo Inc.
No Integration. Neither None of the Company nor or any of its affiliates (as defined in Rule 501(b) of Regulation D) will, directly or through any agentagent (other than the Initial Purchasers, as to which no covenant is given), sell, offer for sale, solicit offers to buy or otherwise negotiate in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 1 contract
Samples: Cincinnati Financial Corp
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) will, directly or through any agent, sell, offer for sale, solicit offers to buy or otherwise negotiate in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities or the Underlying Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 1 contract
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) willhas, directly or through any agent, sellsold, offer offered for sale, solicit solicited offers to buy or otherwise negotiate negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities Preferred Stock in a manner that would require registration of the Securities Preferred Stock under the Securities Act.
Appears in 1 contract
Samples: Purchase Agreement (Nisource Inc/De)
No Integration. Neither the Company Company, nor any of its affiliates (as defined in Rule 501(b) of Regulation D) will, directly or through any agent, sell, offer for sale, solicit offers to buy or otherwise negotiate in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale reinstatement of the Securities New Notes in a manner that would require registration of the Securities New Notes under the Securities Act.
Appears in 1 contract
Samples: Rescission Agreement (Allied Security Innovations, Inc.)
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) will, directly or through any agent, sell, offer for sale, solicit offers to buy or otherwise negotiate in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of Amendment or the Securities Amended Note in a manner that would require registration of the Securities Amended Note under the Securities ActAct or any applicable shareholder approval provisions, including, without limitation, under the rules and regulations of the Principal Market.
Appears in 1 contract
