No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 and the procedures set forth in Section 6 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the 1933 Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "1939 Act").
Appears in 11 contracts
Samples: Purchase Agreement (Rhythms Net Connections Inc), Warrant Agreement (Rhythms Net Connections Inc), Purchase Agreement (Rhythms Net Connections Inc)
No Registration Required. Subject to compliance by the Initial Purchasers Purchaser with the representations and warranties set forth in Section 2 and the procedures set forth in Section 6 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers Purchaser and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the 1933 Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "1939 Act").
Appears in 6 contracts
Samples: Purchase Agreement, Registration Rights Agreement (Idec Pharmaceuticals Corp / De), Purchase Agreement (Perry Ellis International Inc)
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 and the procedures set forth in Section 6 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities Notes to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities Notes under the 1933 Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "1939 Act").
Appears in 4 contracts
Samples: Purchase Agreement (Simon Property Group L P /De/), Purchase Agreement (Simon Property Group L P /De/), Purchase Agreement (Simon Property Group L P /De/)
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 and the procedures set forth in Section 6 hereof, it is not necessary in connection with the offer, sale and delivery of the offered Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the 1933 Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "1939 Act").
Appears in 4 contracts
Samples: Purchase Agreement (Questar Market Resources Inc), Agreement (Pinnacle Airlines Corp), Purchase Agreement (Wabash National Corp /De)
No Registration Required. Subject to compliance by the Initial Purchasers Purchaser with the representations and warranties set forth in Section 2 and the procedures set forth in Section 6 hereof, it is not necessary in connection with the offer, sale and delivery of the Preference Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement, the Preference Warrant Agreement and the Preference Offering Memorandum to register the Preference Securities under the 1933 Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "1939 Act").
Appears in 3 contracts
Samples: Entertainment Inc, Entertainment Inc, Entertainment Inc
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 and the procedures set forth in Section 6 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the 1933 Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "1939 Act").
Appears in 3 contracts
Samples: Purchase Agreement (Atlantic Broadband Management, LLC), Purchase Agreement (Simon Debartolo Group L P), Nextlink Communications LLC
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 and the procedures set forth in Section 6 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement, the Warrant Agreement and the Offering Memorandum to register the Securities under the 1933 Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "1939 Act").
Appears in 3 contracts
Samples: Purchase Agreement (Entertainment Inc), Purchase Agreement (Entertainment Inc), Entertainment Inc
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 and the procedures set forth in Section 6 hereof2, it is not necessary in connection with the offer, sale and delivery of the Securities and the Guarantees to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities and the Guarantees under the 1933 Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "1939 Act")amended.
Appears in 3 contracts
Samples: Purchase Agreement (Sre Maryland 2 LLC), Purchase Agreement (Sonic Automotive Clearwater Inc), Purchase Agreement (Sonic Automotive Inc)
No Registration Required. Subject to compliance by the ------------------------ Initial Purchasers with the representations and warranties set forth in Section 2 and the procedures set forth in Section 6 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the 1933 Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "1939 Act").
Appears in 3 contracts
Samples: Purchase Agreement (California Steel Industries Inc), Purchase Agreement (Transwitch Corp /De), Hammond Residential LLC
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 of the Initial Purchasers and the procedures set forth in Section 6 hereof, it is not necessary in connection with the offer, sale and delivery of the offered Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and Agreement, the Offering Memorandum to register the Securities under the 1933 Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "“1939 Act"”).
Appears in 3 contracts
Samples: Purchase Agreement (New River Pharmaceuticals Inc), Purchase Agreement (Tektronix Inc), Purchase Agreement (Universal Hospital Services Inc)
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 2(d) hereof and with the procedures set forth in Section 6 7 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the 1933 Securities Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "1939 Act")amended.
Appears in 2 contracts
Samples: Purchase Agreement (Kraton Corp), Purchase Agreement (Kraton Corp)
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 of the Initial Purchasers and the procedures set forth in Section 6 hereof, it is not necessary in connection with the offer, sale and delivery of the offered Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Disclosure Package and Final Offering Memorandum to register the Securities under the 1933 Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "“1939 Act"”).
Appears in 2 contracts
Samples: Purchase Agreement (Iconix Brand Group, Inc.), Purchase Agreement (Iconix Brand Group, Inc.)
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 and the procedures set forth in Section 6 hereof, it is not necessary in connection with the offer, sale and delivery of the offered Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the 1933 Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "“1939 Act"”).
Appears in 2 contracts
Samples: Purchase Agreement (Audiocodes LTD), Purchase Agreement (Aep Industries Inc)
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 and the procedures set forth in Section 6 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the 1933 Securities Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "1939 Act").
Appears in 2 contracts
Samples: Purchase Agreement (Bally Total Fitness Holding Corp), Purchase Agreement (Bally Total Fitness Holding Corp)
No Registration Required. Subject to compliance by the Initial Purchasers with the representations representations, warranties and warranties agreements set forth in Section Sections 2 and 6 and the procedures and agreements set forth in Section 6 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the 1933 Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "1939 Act").
Appears in 2 contracts
Samples: Purchase Agreement (Kohls Corporation), Kohls Corporation
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 and the procedures set forth in Section 6 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities Notes to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities Notes or the Conversion Shares under the 1933 Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "1939 Act").
Appears in 2 contracts
Samples: Letter Agreement (Province Healthcare Co), Purchase Agreement (Province Healthcare Co)
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 and the procedures set forth in Section 6 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the 1933 Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "1939 Act").
Appears in 2 contracts
Samples: Purchase Agreement (Language Line Costa Rica, LLC), Cv Therapeutics Inc
No Registration Required. Subject to compliance by the Initial Purchasers Purchaser with the representations and warranties set forth in Section 2 and the procedures set forth in Section 6 hereof, it is not necessary in connection with the offer, sale and delivery of the offered Securities to the Initial Purchasers Purchaser and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the 1933 Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "1939 Act").
Appears in 2 contracts
Samples: www.sec.gov, Affordable Residential Communities Inc
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 and the procedures set forth in Section 6 hereof, it is not necessary in connection with the offer, sale and delivery of the offered Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the 1933 Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "1939 Act")amended.
Appears in 2 contracts
Samples: Purchase Agreement (Seneca Erie Gaming Corp), Purchase Agreement (Seneca Gaming Corp)
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 and the procedures set forth in Section 6 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the 1933 Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "1939 Act").
Appears in 2 contracts
Samples: Purchase Agreement (Ohio Casualty Corp), Purchase Agreement (Chubb Corp)
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 and the procedures set forth in Section 6 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the 1933 Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "1939 Act").. (xxv)
Appears in 1 contract
Samples: Pepco Holdings Inc
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 of the Initial Purchasers and the procedures set forth in Section 6 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement Agreement, the Disclosure Package and the Offering Memorandum to register the Securities under the 1933 Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "“1939 Act"”).
Appears in 1 contract
Samples: Purchase Agreement (Mylan Inc.)
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 of the Initial Purchasers and the procedures set forth in Section 6 hereof, it is not necessary in connection with the offer, sale and delivery of the offered Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and Agreement, the Offering Memorandum to register the Securities under the 1933 Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "1939 Act").
Appears in 1 contract
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 hereof and the procedures set forth in Section 6 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities Notes to the Initial Purchasers Purchasers, and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities Notes under the 1933 Securities Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "1939 Act")amended.
Appears in 1 contract
Samples: Polska Telefonia Cyfrowa Sp Zoo
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 and the procedures set forth in Section 6 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities Notes to the Initial Purchasers and the initial resale by the Initial Purchasers to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities Notes under the 1933 Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "1939 Act").
Appears in 1 contract
No Registration Required. Subject to compliance by the ---------------------------------- Initial Purchasers with the representations and warranties set forth in Section 2 and the procedures set forth in Section 6 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the 1933 Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "1939 Act").
Appears in 1 contract
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 and the procedures set forth in Section 6 hereof, hereof it is not necessary in connection with the offer, sale and delivery of the offered Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the 1933 Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "“1939 Act"”).
Appears in 1 contract
Samples: Purchase Agreement (Pantry Inc)
No Registration Required. Subject to compliance by the Initial Purchasers with accuracy of the representations and warranties set forth in Section 2 of the Initial Purchasers hereunder and their compliance with the procedures set forth in Section 6 hereof, it is not necessary in connection with the offer, sale and delivery of the offered Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the 1933 Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "“1939 Act"”).
Appears in 1 contract
Samples: Purchase Agreement (Carriage Team Florida Cemetery LLC)
No Registration Required. Subject to compliance by the Initial Purchasers Purchaser with the representations and warranties set forth in Section 2 2(c) and the procedures set forth in Section 6 hereof(d), it is not necessary in connection with the offer, sale and delivery of the Securities Offered Notes to the Initial Purchasers Purchaser and to each Subsequent Purchaser from the Initial Purchaser in the manner contemplated by this Agreement and the Offering Private Placement Memorandum to register the Securities Notes under the 1933 Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "“1939 Act"”).
Appears in 1 contract
Samples: Note Purchase Agreement (Susquehanna Bancshares Inc)
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 and the procedures set forth in Section 6 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities Notes to the Initial Purchasers and the initial resale by the Initial Purchasers to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum Circular to register the Securities Notes under the 1933 Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "1939 Act").
Appears in 1 contract
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 and the procedures set forth in Section 6 hereof, hereof it is not necessary in connection with the offer, sale and delivery of the offered Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the 1933 Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "1939 Act").
Appears in 1 contract
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 and the procedures set forth in Section 6 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities Shares to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities Shares under the 1933 Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "1939 Act").
Appears in 1 contract
Samples: Rhythms Net Connections Inc
No Registration Required. Subject to compliance by ------------------------ the Initial Purchasers with the representations and warranties set forth in Section 2 and the procedures set forth in Section 6 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the 1933 Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "1939 Act").
Appears in 1 contract
No Registration Required. Subject to compliance by the ------------------------ Initial Purchasers with the representations and warranties set forth in Section 2 and the procedures set forth in Section 6 hereof2, it is not necessary in connection with the offer, sale and delivery of the Securities and the Guarantees to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities and the Guarantees under the 1933 Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "1939 Act")amended.
Appears in 1 contract
Samples: Purchase Agreement (Autobahn Inc)
No Registration Required. Subject to compliance by the Initial Purchasers Purchaser with the representations and warranties set forth in Section 2 of the Initial Purchaser and the procedures set forth in Section 6 hereof, it is not necessary in connection with the offer, sale and delivery of the offered Securities to the Initial Purchasers Purchaser and to each Subsequent Purchaser in the manner contemplated by this Agreement Agreement, the Disclosure Package and the Final Offering Memorandum to register the Securities under the 1933 Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "1939 Act").
Appears in 1 contract
No Registration Required. Subject to compliance by the Initial Purchasers Purchaser with the representations and warranties set forth in Section 2 and the procedures set forth in Section 6 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities Notes to the Initial Purchasers Purchaser and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities Notes under the 1933 Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "1939 Act").
Appears in 1 contract
Samples: Purchase Agreement (Ampex Corp /De/)
No Registration Required. Subject to compliance by the Initial Purchasers with the procedures and the representations and warranties set forth in Section 2 and the procedures set forth in Section 6 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the 1933 Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "1939 Act").
Appears in 1 contract
Samples: Viacom International Inc /De/
No Registration Required. Subject to compliance by the Initial Purchasers Purchaser with the representations and warranties set forth in Section 2 and the procedures set forth in Section 6 hereof, it is not necessary in connection with the offer, sale and delivery of the offered Securities to the Initial Purchasers Purchaser and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the 1933 Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "“1939 Act"”).
Appears in 1 contract
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 and the procedures set forth in Section 6 hereof6, it is not necessary in connection with the offer, sale and delivery of the offered Securities to the Initial Purchasers and to each Subsequent Purchaser Purchasers in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the 1933 Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "1939 Act").
Appears in 1 contract
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 and the procedures set forth in Section 6 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the 1933 Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "1939 Act").. (xv)
Appears in 1 contract
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in this Section 2 1 and the procedures set forth in Section 6 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the 1933 Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "1939 Act").
Appears in 1 contract
Samples: Viacom International Inc /De/
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 4 and the procedures set forth in Section 6 8 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities Units to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the 1933 Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "1939 Act").
Appears in 1 contract
Samples: Purchase Agreement (Aladdin Gaming Enterprises Inc)
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 of the Initial Purchasers and the procedures set forth in Section 6 hereof, it is not necessary in connection with the offer, sale and delivery of the offered Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the 1933 Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "“1939 Act"”).
Appears in 1 contract
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 and the procedures set forth in Section 6 hereofhereof and assuming that the persons to whom the Initial Purchasers sell the Securities are "qualified institutional buyers" under Rule 144A, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and the initial resale by the Initial Purchasers to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the 1933 Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "1939 Act").
Appears in 1 contract
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 and the procedures set forth in Section 6 7 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the 1933 Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "1939 Act").
Appears in 1 contract
No Registration Required. Subject to compliance by the Initial Purchasers Purchaser with the representations and warranties set forth in Section 2 and the procedures set forth in Section 6 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers Purchaser and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the 1933 Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "1939 ActACT").
Appears in 1 contract
Samples: Purchase Agreement (Best Built Inc)
No Registration Required. Subject to compliance by the Initial Purchasers Purchaser with the representations and warranties set forth in Section 2 of the Initial Purchaser and the procedures set forth in Section 6 hereof, it is not necessary in connection with the offer, sale and delivery of the offered Securities to the Initial Purchasers Purchaser and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the 1933 Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "“1939 Act"”).
Appears in 1 contract
No Registration Required. Subject to compliance by the Initial Purchasers Purchaser with the representations and warranties set forth in Section 2 and the procedures set forth in Section 6 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers Purchaser and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the 1933 Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "1939 Act").
Appears in 1 contract
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 and the procedures set forth in Section 6 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and the initial resale by the Initial Purchasers to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the 1933 Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "1939 Act").
Appears in 1 contract
No Registration Required. Subject to compliance by the Initial Purchasers Purchaser with the representations and warranties set forth in Section 2 and the procedures set forth in Section 6 hereof, it is not necessary in connection with the offer, sale and delivery of the offered Securities to the Initial Purchasers Purchaser and to each Subsequent Purchaser (as defined herein) in the manner contemplated by this Agreement and the Time of Sale Document and the Final Offering Memorandum Circular to register the Securities under the 1933 Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "“1939 Act"”).
Appears in 1 contract
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 and the procedures set forth in Section 6 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the 1933 Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "1939 ActACT").
Appears in 1 contract
Samples: Caprock Communications Corp
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 and the procedures set forth in Section 6 hereof, it is not necessary in connection with the offer, sale and delivery of the Offered Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Offered Securities under the 1933 Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "1939 ActACT").
Appears in 1 contract
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 and the procedures set forth in Section 6 hereof, it is not necessary in connection with the offer, sale and delivery of the offered Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum Pricing Circular to register the Securities under the 1933 Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "“1939 Act"”).
Appears in 1 contract
No Registration Required. Subject to compliance by the Initial Purchasers Purchaser with the representations and warranties set forth in Section 2 of the Initial Purchaser and the procedures set forth in Section 6 hereof, it is not necessary in connection with the offer, sale and delivery of the offered Securities to the Initial Purchasers Purchaser and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Disclosure Package and Final Offering Memorandum to register the Securities under the 1933 Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "“1939 Act"”).
Appears in 1 contract
No Registration Required. Subject to compliance by the Initial Purchasers Purchaser with the representations and warranties set forth in Section 2 and the procedures set forth in Section 6 9 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers Purchaser and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the 1933 1993 Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "1939 Act").
Appears in 1 contract
Samples: Brightpoint Inc
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 and the procedures set forth in Section 6 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities Units to the Initial Purchasers by the Company and to each Subsequent Purchaser by the Initial Purchasers in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the 1933 Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "1939 ActACT").
Appears in 1 contract
Samples: Purchase Agreement (Convergent Communications Inc /Co)
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 and the procedures set forth in Section 6 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and the initial resale by the Initial Purchasers to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum Circular to register the Securities under the 1933 Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "1939 Act").
Appears in 1 contract
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 and the procedures set forth in Section 6 5 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the 1933 Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "1939 Act").
Appears in 1 contract
Samples: Purchase Agreement (Fisher Scientific International Inc)
No Registration Required. Subject to compliance by the Initial Purchasers Purchaser with the agreements, procedures, representations and warranties set forth in Section 2 and the procedures set forth in Section 6 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers Purchaser and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the 1933 Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "1939 Act").
Appears in 1 contract
Samples: Purchase Agreement (Ck Witco Corp)
No Registration Required. Subject to compliance by the ------------------------ Initial Purchasers with the representations and warranties set forth in Section 2 and the procedures set forth in Section 6 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser of the Securities in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the 1933 Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "1939 Act").
Appears in 1 contract
Samples: Lifepoint Hospitals Inc
No Registration Required. Subject to compliance by ------------------------ the Initial Purchasers with the representations and warranties set forth in Section 2 and the procedures set forth in Section 6 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the 1933 Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "1939 Act").
Appears in 1 contract
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 hereof and the procedures set forth in Section 6 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities Notes to the Initial Purchasers Purchasers, and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities Notes under the 1933 Securities Act or to qualify the Indenture Indentures under the Trust Indenture Act of 1939, as amended (the "1939 Act").
Appears in 1 contract
Samples: Purchase Agreement (PTC International Finance Holding B V)
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 hereof and with the procedures set forth in Section 6 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and the initial resale by the Initial Purchasers to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the 1933 Act or or, until such time as the Exchange Securities are issued pursuant to an effective registration statement, to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "1939 Act").
Appears in 1 contract
No Registration Required. Subject to compliance by the Initial Purchasers Purchaser with the representations and warranties set forth in Section 2 of the Initial Purchaser and the procedures set forth in Section 6 hereof, it is not necessary in connection with the offer, sale and delivery of the offered Securities to the Initial Purchasers Purchaser and to each Subsequent Purchaser in the manner contemplated by this Agreement, the Registration Rights Agreement and the Disclosure Package and the Final Offering Memorandum to register the Securities under the 1933 Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "1939 Act").
Appears in 1 contract
Samples: Purchase Agreement (Coherent Inc)
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 and the procedures set forth in Section 6 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the 1933 Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "1939 Act")amended.
Appears in 1 contract
Samples: Purchase Agreement (Imc Global Inc)
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 and the procedures set forth in Section 6 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities Notes to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities Notes under the 1933 Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "1939 Act").
Appears in 1 contract
No Registration Required. Subject to compliance by the Initial Purchasers Purchaser with the representations and warranties set forth in Section 2 hereof and the procedures set forth in Section 6 hereofhereof and its other covenants and agreements set forth herein, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers Purchaser and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the 1933 Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "“1939 Act"”).
Appears in 1 contract
Samples: Purchase Agreement (Cyberonics Inc)
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 and the procedures set forth in Section 6 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities Notes to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Purchase Agreement and the Offering Memorandum Circular to register the Securities offer and sale of the Notes under the 1933 Act or to qualify the Indenture under the U.S. Trust Indenture Act of 1939, as amended (the "1939 ActACT").
Appears in 1 contract
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 and the procedures set forth in Section 6 hereof, it is not necessary in connection with the offer, sale and delivery of the offered Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the 1933 Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "1939 Act").
Appears in 1 contract
No Registration Required. Subject to compliance by the Initial Purchasers Company with the representations and warranties set forth in Section 2 hereof and with the procedures set forth in Section 6 7 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the 1933 Securities Act or or, to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "1939 Act")amended.
Appears in 1 contract
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 2(d) hereof and with the procedures set forth in Section 6 7 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum Circular to register the Securities under the 1933 Securities Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "1939 Act")amended.
Appears in 1 contract
Samples: Purchase Agreement (Kraton Performance Polymers, Inc.)
No Registration Required. Subject to Assuming the accuracy of the Initial Purchasers' representations contained in Sections 2 and 6 hereof and compliance by the Initial Purchasers with the representations agreements and warranties set forth in Section 2 and the procedures set forth in Section 6 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the 1933 Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "1939 Act").
Appears in 1 contract
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 of the Initial Purchasers and the procedures set forth in Section 6 hereof, it is not necessary in connection with the offer, sale and delivery of the offered Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the 1933 Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "1939 Act").
Appears in 1 contract
No Registration Required. (a) Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 and the procedures set forth in Section 6 hereof6, it is not necessary in connection with the offer, sale and delivery of the offered Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the 1933 Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "1939 Act").
Appears in 1 contract
No Registration Required. Subject to the accuracy of, and compliance by the Initial Purchasers with with, the representations and warranties set forth in Section 2 and the procedures set forth in Section 6 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Private Placement Memorandum to register the Securities under the 1933 Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "1939 “1933 Act"”).
Appears in 1 contract
No Registration Required. Subject to compliance by the Initial Purchasers with the agreements, procedures, representations and warranties set forth in Section 2 and the procedures set forth in Section 6 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the 1933 Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "1939 Act").
Appears in 1 contract
Samples: Purchase Agreement (Ck Witco Corp)
No Registration Required. Subject to the accuracy of the representations and warranties of the Initial Purchasers set forth in Section 2 hereof and compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 and the procedures set forth in Section 6 7 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Final Memorandum to register the Securities under the 1933 Securities Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "1939 Act").
Appears in 1 contract
No Registration Required. Subject to compliance by the ------------------------ Initial Purchasers Purchaser with the representations and warranties set forth in Section 2 and the procedures set forth in Section 6 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers Purchaser and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the 1933 Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "1939 Act").
Appears in 1 contract
Samples: Pogo Producing Co
