Covenants of the Company and the Subsidiary Guarantors. Each of the Company and the Subsidiary Guarantors jointly and severally covenants and agrees with the Initial Purchaser that: (a) The Company and the Subsidiary Guarantors will not amend or supplement the Circular or any amendment or supplement thereto of which the Initial Purchaser shall not previously have been advised and furnished a copy for a reasonable period of time prior to the proposed amendment or supplement and as to which the Initial Purchaser shall not have given their consent. The Company and the Subsidiary Guarantors will promptly, upon the reasonable request of the Initial Purchaser or counsel for the Initial Purchaser, make any amendments or supplements to the Circular that may be necessary or advisable in connection with the resale of the Securities by the Initial Purchaser. (b) The Company and the Subsidiary Guarantors will cooperate with the Initial Purchaser in arranging for the qualification of the Securities for offering and sale under the securities or "Blue Sky" laws of such jurisdictions as the Initial Purchaser may designate and will continue such qualifications in effect for as long as may be necessary to complete the resale of the Securities; provided, however, that in connection therewith, neither of the Company nor any Subsidiary Guarantors shall be required to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction or subject itself to taxation in excess of a nominal dollar amount in any such jurisdiction where it is not then so subject. (c) If, at any time prior to the completion of the initial resale by the Initial Purchaser of the Securities to persons other than affiliates of the Initial Purchaser (as determined by the Initial Purchaser), any event occurs as a result of which the Circular as then amended or supplemented would include any untrue statement of a material fact, or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason it is necessary at any time to amend or supplement the Circular to comply with applicable law, the Company and the Subsidiary Guarantors will promptly notify the Initial Purchaser thereof and will prepare, at the expense of the Company and the Subsidiary Guarantors, an amendment or supplement to the Circular that corrects such statement or omission or effects such compliance. (d) The Company will, without charge, provide to the Initial Purchaser and to counsel for the Initial Purchaser as many copies of the Circular or any amendment or supplement thereto as the Initial Purchaser may reasonable request. (e) The Company will apply the net proceeds from the sale of the Securities as set forth under "Use of Proceeds" in the Circular. (f) For and during the period ending on the date no Securities are outstanding, the Company will furnish to the Initial Purchaser copies of all reports and other communications (financial or otherwise) furnished by the Company or the Subsidiary Guarantors to the Trustee, Warrant Agent or the holders of the Securities and, as soon as available, copies of any reports or financial statements furnished to or filed by the Company or the Subsidiary Guarantors with the Commission or any national securities exchange on which any class of securities of the Company or the Subsidiary Guarantors may be listed. (g) Prior to the Closing Date, the Company will furnish to the Initial Purchaser, as soon as they have been prepared, if at all, a copy of any unaudited interim financial statements of the Company for any period subsequent to the period covered by the most recent financial statements appearing in the Circular. (h) None of the Company or any of its Affiliates will sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any "security" (as defined in the Act) which could be integrated with the sale of the Securities in a manner which would require the registration under the Act of the Securities. (i) The Company and the Subsidiary Guarantors will not solicit any offer to buy or offer to sell the Securities by means of any form of general solicitation or general advertising (as those terms are used in Regulation D under the Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Act. (j) For so long as any of the Securities remain outstanding, the Company and the Subsidiary Guarantors will make available, upon request, to any seller of such Securities the information specified in Rule 144A(d)(4) under the Act, unless the Company is then subject to Section 13 or 15(d) of the Exchange Act. (k) Each of the Company and the Subsidiary Guarantors will use its best efforts to (i) permit the Securities to be designated PORTAL securities in accordance with the rules and regulations adopted by the NASD relating to trading in the Private Offerings, Resales and Trading through Automated Linkages market (the "PORTAL Market") and (ii) permit the Securities to be eligible for clearance and settlement through DTC. (l) The Company and the Subsidiary Guarantors agree that prior to any registration of the Securities pursuant to the Registration Rights Agreement, or at such earlier time as may be required, the Indenture shall be qualified under the TIA and will cause to be entered into any necessary supplemental indentures in connection therewith.
Appears in 1 contract
Covenants of the Company and the Subsidiary Guarantors. Each of the The ------------------------------------------------------ Company and the Subsidiary Guarantors Guarantors, jointly and severally covenants severally, covenant and agrees agree with each of the Initial Purchaser Purchasers that:
(a) The Company and the Subsidiary Guarantors will not amend or supplement the Circular or any amendment or supplement thereto of which furnish to the Initial Purchaser shall not previously have been advised Purchasers and furnished a copy for a reasonable to each of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ as soon as reasonably possible, without charge, during the period referred to in paragraph (c) below, as many copies of time prior to the proposed amendment or supplement Final Memorandum and any amendments and supplements thereto as to which the Initial Purchaser shall not have given their consentthey may reasonably request. The Company and will pay the Subsidiary Guarantors will promptly, upon expenses of printing or other production of all documents relating to the reasonable request offering of the Initial Purchaser or counsel for Notes and will reimburse the Initial Purchaser, make any amendments or supplements to the Circular that may be necessary or advisable in connection with the resale Purchasers for payment of the Securities by the Initial Purchaserrequired PORTAL filing fee.
(b) The Company and will not amend or supplement the Subsidiary Guarantors will cooperate with Final Memorandum prior to the completion of the distribution of the Notes by the Initial Purchaser in arranging for Purchasers, without the qualification prior written consent of the Securities for offering and sale under the securities or "Blue Sky" laws of such jurisdictions as the Initial Purchaser may designate and Purchasers, which will continue such qualifications in effect for as long as may not be necessary to complete the resale of the Securities; provided, however, that in connection therewith, neither of the Company nor any Subsidiary Guarantors shall be required to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction or subject itself to taxation in excess of a nominal dollar amount in any such jurisdiction where it is not then so subjectunreasonably withheld.
(c) If, If at any time prior to the completion of the initial resale distribution of the Notes acquired by the Initial Purchaser Purchasers pursuant to this Agreement, during which time you are required to deliver a Final Memorandum in connection with sales of the Securities to persons other than affiliates of the Initial Purchaser Notes by you (as reasonably determined by the Initial PurchaserPurchasers, upon the advice of counsel), any event occurs as a result of which the Circular Final Memorandum, as then amended or supplemented supplemented, would include any untrue statement of a material fact, fact or omit to state a any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason it is should be necessary at any time to amend or supplement the Circular Final Memorandum to comply with applicable law, the Company and the Subsidiary Guarantors will promptly notify the Initial Purchaser thereof and will prepare, at the expense Purchasers of the Company same and, subject to the requirements of paragraph (b) of this Section 5, will prepare and provide to the Subsidiary GuarantorsInitial Purchasers pursuant to paragraph (a) of this Section 5, an amendment or supplement to the Circular that corrects will correct such statement or omission or effects effect such compliance.
(d) The Company will, without charge, provide will use its best efforts to arrange for the qualification of the Notes for sale by the Initial Purchaser and to counsel for Purchasers under the Initial Purchaser as many copies laws of the Circular or any amendment or supplement thereto such jurisdictions as the Initial Purchaser Purchasers may reasonable requestreasonably designate and will maintain such qualifications in effect so long as required for the sale of the Notes by the Initial Purchasers; provided, however, that the Company will not be required to qualify generally to do business in any jurisdiction in which it is not then so qualified, to file any general consent to service of process or to take any other action which would subject it to general service of process or to taxation in any such jurisdiction where it is not then so subject. The Company will promptly advise the Initial Purchasers of the receipt by the Company of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose.
(e) The Company, whenever it or any of its subsidiaries publishes or makes available to the public (by filing with any regulatory authority or securities exchange or by publishing a press release or otherwise) any information that would reasonably be expected to be material in the context of the issue of the Notes under this Agreement, shall promptly notify the Initial Purchasers as to the nature of such information or event. The Company will apply likewise notify the net proceeds from Initial Purchasers of any decrease in the sale rating of the Notes or any other debt securities of the Company by any nationally recognized statistical rating organization (as defined in Rule 436(g)(2) under the Securities Act). The Company will also deliver to the Initial Purchasers, as set forth under "Use soon as available and without request, copies of Proceeds" in its latest yearly and quarterly financial statements and any report of its auditors thereon; provided, however, -------- ------- that electronic filing of such material with the CircularSecurities and Exchange Commission shall constitute timely delivery hereunder.
(f) For and during the period ending on the date no Securities are outstanding, the The Company will furnish to the Initial Purchaser copies not, and will not permit any of all reports and other communications (financial or otherwise) furnished by the Company or the Subsidiary Guarantors to the Trusteeits Affiliates to, Warrant Agent or the holders resell any of the Notes that have been acquired by any of them, other than pursuant to an effective registration statement under the Securities and, as soon as available, copies of any reports or financial statements furnished to or filed by the Company or the Subsidiary Guarantors with the Commission or any national securities exchange on which any class of securities of the Company or the Subsidiary Guarantors may be listedAct.
(g) Prior to Except as contemplated in the Closing DateRegistration Rights Agreement, the Company will furnish to the Initial Purchaser, as soon as they have been prepared, if at all, a copy of any unaudited interim financial statements none of the Company for or any period subsequent of its Affiliates, nor any person acting on its or their behalf (other than the Initial Purchasers or any of their respective Affiliates, as to whom the period covered by Company and the most recent financial statements appearing in Subsidiary Guarantors make no representation, warranty or covenant) will, directly or indirectly, make offers or sales of any security, or solicit offers to buy any security, under circumstances that would require the Circularregistration of the Notes under the Securities Act.
(h) None of the Company or any of its Affiliates will sellAffiliates, offer for sale nor any person acting on its or solicit offers their behalf (other than the Initial Purchasers or any of their respective Affiliates, as to buy or otherwise negotiate in respect of any "security" (as defined in whom the Act) which could be integrated with the sale of the Securities in a manner which would require the registration under the Act of the Securities.
(i) The Company and the Subsidiary Guarantors make no representation, warranty or covenant) will not solicit any offer to buy or offer to sell the Securities by means of engage in any form of general solicitation or general advertising (as those terms are used in Regulation D under the Act) or in any manner involving a public offering within the meaning of Section 4(2Regulation D) in connection with any offer or sale of the ActNotes.
(ji) For so So long as any of the Securities remain outstanding, Notes are "restricted securities" within the Company and the Subsidiary Guarantors will make available, upon request, to any seller meaning of such Securities the information specified in Rule 144A(d)(4144(a)(3) under the Securities Act, unless at any time that the Company is not then subject to Section 13 or 15(d) of the Securities Exchange Act.
(k) Each Act of the Company and the Subsidiary Guarantors will use its best efforts to (i) permit the Securities to be designated PORTAL securities in accordance with the rules and regulations adopted by the NASD relating to trading in the Private Offerings1934, Resales and Trading through Automated Linkages market as amended (the "PORTAL MarketExchange Act"), the Company will provide at its expense ------------ to each holder of the Notes and to each prospective purchaser (as designated by such holder) and (ii) permit of the Securities Notes, upon the request of such holder or prospective purchaser, any information required to be eligible for clearance and settlement through DTC.
(lprovided by Rule 144A(d)(4) The Company and the Subsidiary Guarantors agree that prior to any registration of the Securities pursuant to the Registration Rights Agreement, or at such earlier time as may be required, the Indenture shall be qualified under the TIA and will cause to be entered into any necessary supplemental indentures in connection therewith.the
Appears in 1 contract
Sources: Note Purchase Agreement (Global Imaging Systems Inc)
Covenants of the Company and the Subsidiary Guarantors. Each of the Company and the Subsidiary Guarantors jointly and severally covenants and agrees with the Initial Purchaser that:
(a) The Company and the Subsidiary Guarantors will not amend or supplement the Final Circular or any amendment or supplement thereto of which the Initial Purchaser shall not previously have been advised and furnished a copy for a reasonable period of time prior to the proposed amendment or supplement and as to which the Initial Purchaser shall not have given their consent. The Company and the Subsidiary Guarantors will promptly, upon the reasonable request of the Initial Purchaser or counsel for the Initial Purchaser, make any amendments or supplements to the Preliminary Circular or the Final Circular that may be necessary or advisable in connection with the resale of the Securities by the Initial Purchaser.
(b) The Company and the Subsidiary Guarantors will cooperate with the Initial Purchaser in arranging for the qualification of the Securities for offering and sale under the securities or "Blue Sky" laws of such jurisdictions as the Initial Purchaser may designate and will continue such qualifications in effect for as long as may be necessary to complete the resale of the Securities; provided, however, that in connection therewith, neither of the Company nor any Subsidiary Guarantors shall be required to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction or subject itself to taxation in excess of a nominal dollar amount in any such jurisdiction where it is not then so subject.
(c) If, at any time prior to the completion of the initial resale by the Initial Purchaser of the Securities to persons other than affiliates of the Initial Purchaser (as determined by the Initial Purchaser), any event occurs as a result of which the Final Circular as then amended or supplemented would include any untrue statement of a material fact, or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason it is necessary at any time to amend or supplement the Final Circular to comply with applicable law, the Company and the Subsidiary Guarantors will promptly notify the Initial Purchaser thereof and will prepare, at the expense of the Company and the Subsidiary Guarantors, an amendment or supplement to the Final Circular that corrects such statement or omission or effects such compliance.
(d) The Company will, without charge, provide to the Initial Purchaser and to counsel for the Initial Purchaser as many copies of the Preliminary Circular and the Final Circular or any amendment or supplement thereto as the Initial Purchaser may reasonable request.
(e) The Company will apply the net proceeds from the sale of the Securities as set forth under "Use of Proceeds" in the Final Circular.
(f) For and during the period ending on the date no Securities are outstanding, the Company will furnish to the Initial Purchaser copies of all reports and other communications (financial or otherwise) furnished by the Company or the Subsidiary Guarantors to the Trustee, Warrant Agent or the holders of the Securities and, as soon as available, copies of any reports or financial statements furnished to or filed by the Company or the Subsidiary Guarantors with the Commission or any national securities exchange on which any class of securities of the Company or the Subsidiary Guarantors may be listed.
(g) Prior to the Closing Date, the Company will furnish to the Initial Purchaser, as soon as they have been prepared, if at all, a copy of any unaudited interim financial statements of the Company for any period subsequent to the period covered by the most recent financial statements appearing in the Circular.
(h) None of the Company or any of its Affiliates will sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any "security" (as defined in the Act) which could be integrated with the sale of the Securities in a manner which would require the registration under the Act of the Securities.
(i) The Company and the Subsidiary Guarantors will not solicit any offer to buy or offer to sell the Securities by means of any form of general solicitation or general advertising (as those terms are used in Regulation D under the Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Act.
(j) For so long as any of the Securities remain outstanding, the Company and the Subsidiary Guarantors will make available, upon request, to any seller of such Securities the information specified in Rule 144A(d)(4) under the Act, unless the Company is then subject to Section 13 or 15(d) of the Exchange Act.
(k) Each of the Company and the Subsidiary Guarantors will use its best efforts to (i) permit the Securities to be designated PORTAL securities in accordance with the rules and regulations adopted by the NASD relating to trading in the Private Offerings, Resales and Trading through Automated Linkages market (the "PORTAL Market") and (ii) permit the Securities to be eligible for clearance and settlement through DTC.
(l) The Company and the Subsidiary Guarantors agree that prior to any registration of the Securities pursuant to the Registration Rights Agreement, or at such earlier time as may be required, the Indenture shall be qualified under the TIA and will cause to be entered into any necessary supplemental indentures in connection therewith.
Appears in 1 contract
Covenants of the Company and the Subsidiary Guarantors. Each of the The Company and each of the Subsidiary Guarantors jointly and severally covenants and agrees with each of the Initial Purchaser Purchasers that:
(a) The Company and the Subsidiary Guarantors will not amend or supplement the Circular Final Memorandum or any amendment or supplement thereto of which the Initial Purchaser Purchasers shall not previously have been advised and furnished a copy for a reasonable period of time prior to the proposed amendment or supplement and as to which the Initial Purchaser Purchasers shall not have given their consent. The Company and the Subsidiary Guarantors will promptly, upon the reasonable request of the Initial Purchaser Purchasers or counsel for the Initial PurchaserPurchasers, make any amendments or supplements to the Circular Preliminary Memorandum or the Final Memorandum that may be necessary or advisable in connection with the resale of the Securities by the Initial PurchaserPurchasers.
(b) The Company and the Subsidiary Guarantors will cooperate with the Initial Purchaser Purchasers in arranging for the qualification of the Securities for offering and sale under the securities or "Blue Sky" laws of such jurisdictions as the Initial Purchaser Purchasers may designate and will continue such qualifications in effect for as long as may be necessary to complete the resale of the Securities; providedPROVIDED, howeverHOWEVER, that in connection therewith, neither of the Company nor any the Subsidiary Guarantors shall be required to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction or subject itself to taxation in excess of a nominal dollar amount $1,000 in any such jurisdiction where it is not then so subject.
(c) If, at any time prior to the completion of the initial resale distribution by the Initial Purchaser Purchasers of all of the Securities to persons other than affiliates of or the Initial Purchaser (as determined by the Initial Purchaser)Private Exchange Notes, any event occurs or information becomes known as a result of which the Circular Final Memorandum as then amended or supplemented would include any untrue statement of a material fact, or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason it is necessary at any time to amend or supplement the Circular Final Memorandum to comply with applicable law, the Company and the Subsidiary Guarantors will promptly notify the Initial Purchaser Purchasers thereof and will prepare, at the expense of the Company and the Subsidiary GuarantorsCompany, an amendment or supplement to the Circular Final Memorandum that corrects such statement or omission or effects such compliance.
(d) The Company will, without charge, promptly provide to the Initial Purchaser Purchasers and to counsel for the Initial Purchaser Purchasers as many copies of the Circular Preliminary Memorandum and the Final Memorandum or any amendment or supplement thereto as the Initial Purchaser Purchasers may reasonable reasonably request.
(e) The Company will apply the net proceeds from the sale of the Securities as set forth under "Use of Proceeds" in the CircularFinal Memorandum.
(f) For and during Until the period ending on second anniversary of the date no Securities are outstandingClosing Date, the Company will furnish to the Initial Purchaser Purchasers copies of all reports and other communications (financial or otherwise) furnished by the Company or the Subsidiary Guarantors to the Trustee, Warrant Agent Trustee or to the holders of the Securities and, as soon as available, copies of any reports or financial statements furnished to or filed by the Company or the Subsidiary Guarantors with the Commission or any national securities exchange on which any class of securities of the Company or the Subsidiary Guarantors may be listed.
(g) Prior to the Closing Date, the Company will furnish to the Initial PurchaserPurchasers, as soon as they have been prepared, if at all, a copy of any unaudited interim financial statements of the Company and the Subsidiaries for any period subsequent to the period covered by the most recent financial statements appearing in the CircularFinal Memorandum.
(h) None of the Company Company, the Subsidiaries or any of its their Affiliates will sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any "security" (as defined in the Act) which that could be integrated with the sale of the Securities in a manner which would require the registration under the Act of the Securities.
(i) The Company will not, and the Subsidiary Guarantors will not solicit permit any offer to buy or offer to sell of the Securities by means of Subsidiaries to, engage in any form of general solicitation or general advertising (as those terms are used in Regulation D under the Act) in connection with the offering of the Securities or in any manner involving a public offering within the meaning of Section 4(2) of the Act.
(j) For so long as any of the Securities remain outstanding, the Company and the Subsidiary Guarantors will make availableavailable at its expense, upon request, to any seller holder of such Securities and any prospective purchasers thereof the information specified in Rule 144A(d)(4) under the Act, unless the Company is then subject to Section 13 or 15(d) of the Exchange Act.
(k) Each of the The Company and the Subsidiary Guarantors will use its best efforts to (i) permit the Securities to be designated PORTAL as PORTAL-eligible securities in accordance with the rules and regulations adopted by the NASD National Association of Securities Dealers, Inc. ("NASD") relating to trading in the Private Offerings, Resales and Trading through Automated Linkages market NASD's Portal Market (the "PORTAL MarketMARKET") and (ii) permit the Securities to be eligible for clearance and settlement through DTCThe Depository Trust Company.
(l) The In connection with Securities offered and sold in an offshore transaction (as defined in Regulation S) the Company and will not register any transfer of such Securities not made in accordance with the Subsidiary Guarantors agree that prior to any registration provisions of the Securities pursuant to the Registration Rights Agreement, or at such earlier time as may be required, the Indenture shall be qualified under the TIA Regulation S and will cause to be entered into not, except in accordance with the provisions of Regulation S, if applicable, issue any necessary supplemental indentures such Securities in connection therewiththe form of definitive securities.
Appears in 1 contract
Covenants of the Company and the Subsidiary Guarantors. Each of the Company and the Subsidiary Guarantors jointly and severally covenants and agrees with the Initial Purchaser that:
(a) The Company and the Subsidiary Guarantors will not amend or supplement the Final Circular or any amendment or supplement thereto of which the Initial Purchaser shall not previously have been advised and furnished a copy for a reasonable period of time prior to the proposed amendment or supplement and as to which the Initial Purchaser shall not have given their consent. The Company and the Subsidiary Guarantors will promptly, upon the reasonable request of the Initial Purchaser or counsel for the Initial Purchaser, make any amendments or supplements to the Final Circular that may be necessary or advisable in connection with the resale of the Securities by the Initial Purchaser.
(b) The Company and the Subsidiary Guarantors will cooperate with the Initial Purchaser in arranging for the qualification of the Securities for offering and sale under the securities or "Blue Sky" laws of such jurisdictions as the Initial Purchaser may designate and will continue such qualifications in effect for as long as may be necessary to complete the resale of the Securities; provided, however, that in connection therewith, neither of the Company nor any Subsidiary Guarantors shall be required to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction or subject itself to taxation in excess of a nominal dollar amount in any such jurisdiction where it is not then so subject.
(c) If, at any time prior to the completion of the initial resale by the Initial Purchaser of the Securities to persons other than affiliates of the Initial Purchaser (as determined by the Initial Purchaser), any event occurs as a result of which the Final Circular as then amended or supplemented would include any untrue statement of a material fact, or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason it is necessary at any time to amend or supplement the Final Circular to comply with applicable law, the Company and the Subsidiary Guarantors will promptly notify the Initial Purchaser thereof and will prepare, at the expense of the Company and the Subsidiary Guarantors, an amendment or supplement to the Final Circular that corrects such statement or omission or effects such compliance.
(d) The Company will, without charge, provide to the Initial Purchaser and to counsel for the Initial Purchaser as many copies of the Preliminary Circular and the Final Circular or any amendment or supplement thereto as the Initial Purchaser may reasonable request.
(e) The Company will apply the net proceeds from the sale of the Securities as set forth under "Use of Proceeds" in the Final Circular.
(f) For and during the period ending on the date no Securities are outstanding, the Company will furnish to the Initial Purchaser copies of all reports and other communications (financial or otherwise) furnished by the Company or the Subsidiary Guarantors to the Trustee, Warrant Agent Trustee or the holders of the Securities and, as soon as available, copies of any reports or financial statements furnished to or filed by the Company or the Subsidiary Guarantors with the Commission or any national securities exchange on which any class of securities of the Company or the Subsidiary Guarantors may be listed.
(g) Prior to the Closing Date, the Company will furnish to the Initial Purchaser, as soon as they have been prepared, if at all, a copy of any unaudited interim financial statements of the Company for any period subsequent to the period covered by the most recent financial statements appearing in the Final Circular.
(h) None of the Company or any of its Affiliates will sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any "security" (as defined in the Act) which could be integrated with the sale of the Securities in a manner which would require the registration under the Act of the Securities.
(i) The Company and the Subsidiary Guarantors will not solicit any offer to buy or offer to sell the Securities by means of any form of general solicitation or general advertising (as those terms are used in Regulation D under the Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Act.
(j) For so long as any of the Securities remain outstanding, the Company and the Subsidiary Guarantors will make available, upon request, to any seller of such Securities the information specified in Rule 144A(d)(4) under the Act, unless the Company is then subject to Section 13 or 15(d) of the Exchange Act.
(k) Each of the Company and the Subsidiary Guarantors will use its best efforts to (i) permit the Securities to be designated PORTAL securities in accordance with the rules and regulations adopted by the NASD relating to trading in the Private Offerings, Resales and Trading through Automated Linkages market (the "PORTAL Market") and (ii) permit the Securities to be eligible for clearance and settlement through DTC.
(l) The Company and the Subsidiary Guarantors agree that prior to any registration of the Securities pursuant to the Registration Rights Agreement, or at such earlier time as may be required, the Indenture shall be qualified under the TIA and will cause to be entered into any necessary supplemental indentures in connection therewith.
Appears in 1 contract
Covenants of the Company and the Subsidiary Guarantors. Each of the The ------------------------------------------------------ Company and each of the Subsidiary Guarantors jointly and severally covenants and agrees with each of the Initial Purchaser Purchasers that:
(a) The Company and the Subsidiary Guarantors will not amend or supplement the Circular Final Memorandum or any amendment or supplement thereto of which the Initial Purchaser Purchasers shall not previously have been advised and furnished a copy for a reasonable period of time prior to the proposed amendment or supplement and as to which the Initial Purchaser Purchasers shall not have given their consent. The Company and the Subsidiary Guarantors will promptly, upon the reasonable request of the Initial Purchaser Purchasers or counsel for the Initial PurchaserPurchasers, make any amendments or supplements to the Circular Preliminary Memorandum or the Final Memorandum that may be necessary or advisable in connection with the resale of the Securities by the Initial PurchaserPurchasers.
(b) The Company and the Subsidiary Guarantors will cooperate with the Initial Purchaser Purchasers in arranging for the qualification of the Securities for offering and sale under the securities or "Blue Sky" laws of such jurisdictions as the Initial Purchaser Purchasers may designate and will continue such qualifications in effect for as long as may be necessary to complete the resale of the Securities; provided, however, that in connection therewith, neither of the Company nor any the -------- ------- Subsidiary Guarantors shall be required to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction or subject itself to taxation in excess of a nominal dollar amount in any such jurisdiction where it is not then so subject.
(c) If, at any time prior to the completion of the initial resale distribution by the Initial Purchaser Purchasers of the Securities to persons other than affiliates of or the Initial Purchaser (as determined by the Initial Purchaser)Private Exchange Notes, any event occurs or information becomes known as a result of which the Circular Final Memorandum as then amended or supplemented would include any untrue statement of a material fact, or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason it is necessary at any time to amend or supplement the Circular Final Memorandum to comply with applicable law, the Company and the Subsidiary Guarantors will promptly notify the Initial Purchaser Purchasers thereof and will prepare, at the expense of the Company and the Subsidiary GuarantorsCompany, an amendment or supplement to the Circular Final Memorandum that corrects such statement or omission or effects such compliance.
(d) The Company will, without charge, provide to the Initial Purchaser Purchasers and to counsel for the Initial Purchaser Purchasers as many copies of the Circular Preliminary Memorandum and the Final Memorandum or any amendment or supplement thereto as the Initial Purchaser Purchasers may reasonable reasonably request.
(e) The Company will apply the net proceeds from the sale of the Securities as set forth under "Use of Proceeds" in the CircularFinal Memorandum.
(f) For and during so long as any of the period ending on the date no Securities are remain outstanding, the Company will furnish to the Initial Purchaser Purchasers copies of all reports and other communications (financial or otherwise) furnished by the Company or the Subsidiary Guarantors to the Trustee, Warrant Agent Trustee or to the holders of the Securities and, as soon as available, copies of any reports or financial statements furnished to or filed by the Company or the Subsidiary Guarantors with the Commission or any national securities exchange on which any class of securities of the Company or the Subsidiary Guarantors may be listed.
(g) Prior to the Closing Date, the Company will furnish to the Initial PurchaserPurchasers, as soon as they have been prepared, if at all, a copy of any unaudited interim financial statements of the Company and the Subsidiaries for any period subsequent to the period covered by the most recent financial statements appearing in the CircularFinal Memorandum.
(h) None of the Company Company, the Subsidiaries or any of its their Affiliates will sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any "security" (as defined in the Act) which that could be integrated with the sale of the Securities in a manner which would require the registration under the Act of the Securities.
(i) The Company will not, and the Subsidiary Guarantors will not solicit permit any offer to buy or offer to sell of the Securities by means of Subsidiaries to, engage in any form of general solicitation or general advertising (as those terms are used in Regulation D under the Act) in connection with the offering of the Securities or in any manner involving a public offering within the meaning of Section 4(2) of the Act.
(j) For so long as any of the Securities remain outstanding, the Company and the Subsidiary Guarantors will make availableavailable at its expense, upon request, to any seller holder of such Securities and any prospective purchasers thereof the information specified in Rule 144A(d)(4) under the Act, unless the Company is then subject to Section 13 or 15(d) of the Exchange Act.
(k) Each of the The Company and the Subsidiary Guarantors will use its best efforts to (i) permit the Securities to be designated PORTAL PORTAL-eligable securities in accordance with the rules and regulations adopted by the NASD relating to trading in the Private Offerings, Resales and Trading through Automated Linkages market NASD'S Portal Market (the "PORTAL Portal Market") and (ii) permit the Securities to be ------------- eligible for clearance and settlement through DTCThe Depository Trust Company.
(l) The In connection with Securities offered and sold in an off shore transaction (as defined in Regulation S) the Company and will not register any transfer of such Securities not made in accordance with the Subsidiary Guarantors agree that prior to any registration provisions of the Securities pursuant to the Registration Rights Agreement, or at such earlier time as may be required, the Indenture shall be qualified under the TIA Regulation S and will cause to be entered into not, except in accordance with the provisions of Regulation S, if applicable, issue any necessary supplemental indentures such Securities in connection therewiththe form of definitive securities.
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