Common use of No Registration Required Clause in Contracts

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 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 Securities Act or to qualify the Indenture under the Trust Indenture Act of 1939 (the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).

Appears in 10 contracts

Samples: Purchase Agreement (Matador Resources Co), Purchase Agreement (Matador Resources Co), Purchase Agreement (Century Communities, Inc.)

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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 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 Securities Act or to qualify the Indenture under the Trust Indenture Act of 1939 1939, as amended (the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).

Appears in 7 contracts

Samples: Purchase Agreement (Continental Resources, Inc), Purchase Agreement (Alliance Data Systems Corp), Purchase Agreement (Alliance Data Systems Corp)

No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 hereof and with the applicable procedures set forth in Section 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 Securities Act or to qualify the Indenture under the Trust Indenture Act of 1939 (as amended, the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).

Appears in 5 contracts

Samples: Purchase Agreement (Dream Finders Homes, Inc.), Purchase Agreement (Option Care Health, Inc.), Purchase Agreement (Moneygram International Inc)

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 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 Securities Act or to qualify the Indenture under the Trust Indenture Act of 1939 1939, as amended (the "Trust Indenture Act," which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).

Appears in 4 contracts

Samples: Purchase Agreement (Alliance Data Systems Corp), Purchase Agreement (Alliance Data Systems Corp), Purchase Agreement (Alliance Data Systems Corp)

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 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 Securities Act or to qualify the Indenture under the Trust Indenture Act of 1939 1939, as amended (the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).

Appears in 4 contracts

Samples: Purchase Agreement (CNX Resources Corp), Purchase Agreement (CNX Resources Corp), Purchase Agreement (CNX Resources Corp)

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 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 Securities Act or to qualify the Indenture under the Trust Indenture Act of 1939 1939, as amended (the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).

Appears in 4 contracts

Samples: Purchase Agreement (Nexstar Media Group, Inc.), Purchase Agreement (Nexstar Media Group, Inc.), Purchase Agreement (Nexstar Broadcasting Group 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 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 Securities Act or to qualify the Indenture under the Trust Indenture Act of 1939 (as amended, the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).

Appears in 2 contracts

Samples: Purchase Agreement (CNX Resources Corp), Purchase Agreement (Delek Logistics Partners, LP)

No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 2(b) hereof and with the procedures set forth in Section 7 2 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 Memorandum, to register the Securities under the Securities Act or to qualify the Indenture under the Trust Indenture Act of 1939 (the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).

Appears in 2 contracts

Samples: Purchase Agreement (Archrock Partners, L.P.), Purchase Agreement (Archrock Partners, L.P.)

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 7 8 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 Securities Act or to qualify the Indenture under the Trust Indenture Act of 1939 (as amended, the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).

Appears in 1 contract

Samples: Purchase Agreement (Sandridge Energy Inc)

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 7 5 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 subsequent purchaser of the Notes in the manner contemplated by this Agreement and the Disclosure Package and the Offering Memorandum to register the Securities Notes under the Securities Act or to qualify the Indenture under the Trust Indenture Act of 1939 (as amended, the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).

Appears in 1 contract

Samples: Purchase Agreement (EQT Corp)

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 7 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities Notes to the Initial Purchasers and to each initial Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities Notes under the Securities Act or to qualify the Indenture under the Trust Indenture Act of 1939 1939, as amended (the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).

Appears in 1 contract

Samples: Purchase Agreement (Greenbrier Companies Inc)

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 7 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 Securities Act or to qualify the Indenture under the Trust Indenture Act of 1939 (the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).

Appears in 1 contract

Samples: Purchase Agreement (Greenbrier Companies Inc)

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 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 Securities Act or to qualify the Indenture Indentures under the Trust Indenture Act of 1939 1939, as amended (the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).

Appears in 1 contract

Samples: Purchase Agreement (Global Cash Access Holdings, Inc.)

No Registration Required. Subject to compliance by the Initial Purchasers Purchaser with the representations and warranties set forth in Section 2 hereof and with the procedures set forth in Section 7 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 Securities Act or to qualify the Indenture under the Trust Indenture Act of 1939 0000 (the “Trust Indenture Actxxx "Xxxxx Xxxxxxxxx Xxx," which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).

Appears in 1 contract

Samples: Purchase Agreement (Lakes Entertainment Inc)

No Registration Required. Subject to compliance by the Initial Purchasers with the representations representations, warranties and warranties covenants set forth in Section 2 hereof and with the procedures set forth in Section 7 1(c) hereof, it is not necessary in connection with the offer, sale and delivery of the Securities Original Notes to the Initial Purchasers and their initial Exempt Resale to each Subsequent Purchaser Eligible Purchasers in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities Original Notes under the Securities 1933 Act or to qualify the Indenture under the Trust Indenture Act of 1939 (the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Securities and Exchange Commission (the “Commission”) promulgated thereunder).

Appears in 1 contract

Samples: Purchase Agreement (Ventas Inc)

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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 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 Securities Act or to qualify the Act. The Indenture has been qualified under the Trust Indenture Act of 1939 (the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).

Appears in 1 contract

Samples: Purchase Agreement (Matador Resources Co)

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 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 Securities Act or to qualify the Indenture under the Trust Indenture Act of 1939 (as amended, the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).

Appears in 1 contract

Samples: Purchase Agreement (Carters Inc)

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 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 Securities Act or to qualify the Indenture under the Trust Indenture Act of 1939 1939, as amended (the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).

Appears in 1 contract

Samples: Purchase Agreement (Party City Holdco Inc.)

No Registration Required. Subject to compliance by the Initial Purchasers Purchaser with the representations and warranties set forth in Section 2 hereof and with 3 the procedures set forth in Section 7 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 Securities Act or to qualify the Indenture under the Trust Indenture Act of 1939 (the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).

Appears in 1 contract

Samples: Purchase Agreement (Par Pacific Holdings, Inc.)

No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 2(b) hereof and with the procedures set forth in Section 7 2 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 subsequent purchaser in the manner contemplated by this Agreement and the Offering Memorandum Memorandum, to register the Securities under the Securities Act or to qualify the Indenture under the Trust Indenture Act of 1939 (the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Securities and Exchange Commission (the “Commission”) promulgated thereunder).

Appears in 1 contract

Samples: Purchase Agreement (Archrock, 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 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 Securities Act or to qualify the Indenture under the Trust Indenture Act of 1939 (the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).

Appears in 1 contract

Samples: Athlon Energy Inc.

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 7 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 Securities Act or to qualify the Indenture under the Trust Indenture Act of 1939 1939, as amended (the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).

Appears in 1 contract

Samples: 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 hereof and with the procedures set forth in Section 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 Securities Act or to qualify the Indenture Indentures under the Trust Indenture Act of 1939 (the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).

Appears in 1 contract

Samples: Purchase Agreement (Cenveo, Inc)

No Registration Required. Subject to compliance by the Initial Purchasers with the representations representations, warranties and warranties covenants set forth in Section 2 hereof and with the procedures set forth in Section 7 1(c) hereof, it is not necessary in connection with the offer, sale and delivery of the Securities Original Notes to the Initial Purchasers and their initial Exempt Resale to each Subsequent Purchaser Eligible Purchasers in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities Original Notes under the Securities 1933 Act or to qualify the Indenture Indentures under the Trust Indenture Act of 1939 (the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).

Appears in 1 contract

Samples: Purchase Agreement (Ventas Inc)

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