Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantor shall comply with all applicable provisions of Section 6(c) hereof, shall use their respective best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantor hereby agree to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantor to Consummate an Exchange Offer for such Senior Notes. The Company and the Guarantor hereby agree to pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Company and the Guarantor hereby agree to take all such other actions as are requested by the Commission or otherwise required in connection with the issuance of such decision, including, without limitation, (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff of such submission. (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantor (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the New Notes to be issued in the Exchange Offer and (C) it is acquiring the New Notes in its ordinary course of business. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of New Notes obtained by such Holder in exchange for Senior Notes acquired by such Holder directly from the Company or an affiliate thereof.
Appears in 1 contract
Sources: Registration Rights Agreement (Fields MRS Original Cookies Inc)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantor shall comply with all applicable of the provisions of Section 6(c) hereof, shall use their respective best commercially reasonable efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, each of the Company and the Guarantor Guarantors hereby agree agrees to use its commercially reasonable efforts to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantor Guarantors to Consummate an Exchange Offer for such Senior NotesInitial Securities. The Each of the Company and the Guarantor Guarantors hereby agree agrees to pursue the issuance of such a decision to the Commission staff levellevel but shall not be required to take commercially unreasonable action to effect a change of Commission policy. In connection with the foregoing, Each of the Company and the Guarantor Guarantors hereby agree agrees, however, to take all such other actions as are requested by the Commission or otherwise required in connection with the issuance of such decision, including, without limitation, (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing pursue a resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantor (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate Affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person Person to participate in, a distribution (within the meaning of the New Notes Securities Act) of the Exchange Securities to be issued in the Exchange Offer and Offer, (C) it is acquiring the New Notes Exchange Securities in its ordinary course of business, (D) if such Holder is a Broker-Dealer, such Holder acquired the Transfer Restricted Securities as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act and the applicable no-action positions of the Commission with respect to any resale of any Exchange Securities, and (E) such Holder has full corporate (or similar) power and authority to transfer the Transfer Restricted Securities in exchange for the Exchange Securities. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s preparations for the Exchange Offer. Each Holder hereby acknowledges will be required to acknowledge and agrees agree that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission's ’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of New Notes Exchange Securities obtained by such Holder in exchange for Senior Notes Initial Securities acquired by such Holder directly from the Company or an affiliate thereofCompany.
Appears in 1 contract
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantor shall comply with all applicable provisions of Section 6(c) hereofbelow, shall use their respective its reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantor hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantor to Consummate an Exchange Offer for such Senior Series C Notes. The Company and the Guarantor hereby agree agrees to pursue the issuance of such a decision to the Commission staff level, but shall not be required to take commercially unreasonable action to effect a change of Commission policy. In connection with the foregoing, the Company and the Guarantor hereby agree agrees to take all such other actions as are requested by the Commission or otherwise required in connection with the issuance of such decision, including, including without limitation, limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantor (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the New Series D Notes to be issued in the Exchange Offer and (C) it is acquiring the New Series D Notes in its ordinary course of business. Each Holder hereby acknowledges and agrees The Exchange Offer Registration Statement shall disclose that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could may not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon ▇▇▇ ▇▇▇▇n Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder Holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of New Series D Notes obtained by such Holder in exchange for Senior Series C Notes acquired by such Holder directly from the Company or an affiliate thereof.
(iii) If the Commission requests, prior to effectiveness of the Exchange Offer Registration Statement, the Company shall provide a supplemental letter to the Commission (A) stating that the Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley and Company., Inc. (available Ju▇▇ ▇, 1▇▇▇) ▇▇d, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that the Company has not entered into any arrangement or understanding with any Person to distribute the Series D Notes to be received in the Exchange Offer and that, to the best of the Company's information and belief, each Holder participating in the Exchange Offer is acquiring the Series D Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Series D Notes received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above.
Appears in 1 contract
Exchange Offer Registration Statement. In connection with the Exchange ------------------------------------- Offer, the Company and the Guarantor shall comply with all applicable provisions of Section 6(c) hereofbelow, shall use their respective best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities Senior Notes being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) : If, following the date hereof, hereof there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal lawlaw or Commission policy, the Company and the Guarantor hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantor to Consummate an Exchange Offer for such Senior Notes. The Company and the Guarantor hereby agree agrees to pursue the issuance of such a decision to the Commission staff levellevel but shall not be required to take commercially unreasonable action to effect a change of Commission policy. In connection with the foregoing, the Company and the Guarantor hereby agree agrees, however, to take all such other actions as are requested by the Commission or otherwise required in connection with the issuance of such decision, including, including without limitation, limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff of such submission.
(ii) . As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities Senior Notes shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantor (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the New Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the New Exchange Notes in its ordinary course of business. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ -------------- and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation ------------- ---------------------------------- (available May 13, 1988), as interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of New Exchange Notes obtained by such Holder in exchange for Senior Notes acquired by such Holder directly from the Company or an affiliate thereof. To the extent required by the Commission, prior to effectiveness of the Exchange Offer Registration Statement, the Company shall provide a supplemental letter to the Commission (A) stating that the Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon ----- Capital Holdings Corporation (available May 13, 1988), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., ---------------------------- ----------------------- Inc. (available June 5, 1991) and, if applicable, any no-action letter obtained ---- pursuant to clause (i) above, (B) including a representation that the Company has not entered into any arrangement or understanding with any Person to distribute the Exchange Notes to be received in the Exchange Offer and that, to the best of the Company's information and belief, each Holder of Transfer Restricted Senior Notes participating in the Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Notes received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above.
Appears in 1 contract
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantor Guarantors shall comply with all applicable of the provisions of Section 6(c) hereof, shall use their respective best commercially reasonable efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantor Guarantors hereby agree to use their respective commercially reasonable efforts to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantor Guarantors to Consummate an Exchange Offer for such Senior NotesInitial Securities. The Each of the Company and the Guarantor Guarantors hereby agree agrees to pursue the issuance of such a decision to the Commission staff levellevel but shall not be required to take commercially unreasonable action to effect a change of Commission policy. In connection with the foregoing, Each of the Company and the Guarantor Guarantors hereby agree agrees, however, to take all such other actions as are requested by the Commission or otherwise required in connection with the issuance of such decision, including, without limitation, (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing pursue a favorable resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Guarantor (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person Person to participate in, a distribution (within the meaning of the New Notes Securities Act) of the Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the New Notes Exchange Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission's ’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of New Notes Exchange Securities obtained by such Holder in exchange for Senior Notes Initial Securities acquired by such Holder directly from the Company or an affiliate thereofCompany.
Appears in 1 contract
Sources: Registration Rights Agreement (TII Smart Solutions, Sociedad Anonima)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantor shall (x) comply with all applicable provisions of Section 6(c) hereofbelow, shall (y) use their respective best all commercially reasonable efforts to effect such exchange and to permit the sale resale of Exchange Notes by Broker-Dealers that tendered in the Exchange Offer Additional Notes that such Broker-Dealer Transfer Restricted Securities acquired for its own account as a result of its market-making activities or other trading activities (other than Additional Notes acquired directly from the Company or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and shall (z) comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been published announced a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of counsel to the Company there is raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantor hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantor to Consummate an Exchange Offer for such Senior NotesTransfer Restricted Securities. The Company and the Guarantor hereby agree agrees to pursue the issuance of such a decision to the Commission staff levellevel but shall not be required to take action not commercially reasonable to affect a change of Commission policy. In connection with the foregoing, the Company and the Guarantor hereby agree agrees to take all such other actions as are may be requested by the Commission or otherwise required in connection with the issuance of such decision, including, including without limitation, limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorablefavorable and which need not be a written resolution) by the Commission staff of such submissionstaff.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this AgreementOffer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantor (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate Affiliate of the Company, or, if it is an Affiliate of the Company, that such Holder will comply with the registration and prospectus delivery requirements of the Act to the extent applicable, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the New Exchange Notes to be issued in the Exchange Offer and Offer, (C) it is acquiring the New Exchange Notes in its ordinary course of business. Each business and (D) only if such Holder hereby acknowledges and agrees that any is a Broker-Dealer and that will receive Exchange Notes in exchange for Additional Notes that such Broker-Dealer acquired for its own private account as a result of market making or other trading activities, it will deliver a Prospectus, as required by law, in connection with any sale of such Exchange Notes. As a condition to its participation in the Exchange Offer each Holder using the Exchange Offer to participate in a distribution of the securities to be Exchange Notes shall acknowledge and agree that, if the resales are of Exchange Notes obtained by such Holder in exchange for Additional Notes acquired in directly from the Exchange Offer Company or an Affiliate thereof, it (1) could not not, under Commission policy as in effect on the date of this Agreement Agreement, rely on the position of the Commission enunciated in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission's ’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K if K.
(iii) Prior to effectiveness of the resales are of New Notes obtained by such Holder in exchange for Senior Notes acquired by such Holder directly from Exchange Offer Registration Statement, the Company shall provide a supplemental letter to the Commission (A) stating that the Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that the Company has not entered into any arrangement or an affiliate thereofunderstanding with any Person to distribute the Exchange Notes to be received in the Exchange Offer and that, to the best of the Company’s information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Notes received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above, if applicable.
Appears in 1 contract
Sources: Registration Rights Agreement (Pinnacle Entertainment, Inc.)
Exchange Offer Registration Statement. In connection with the Exchange ------------------------------------- Offer, the Company Services and the Guarantor CCPR shall comply with all applicable of the provisions of Section 6(c) hereofbelow, shall use their respective reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities Notes being sold in accordance with the intended method or methods of distribution thereof, thereof and shall comply with all of the following provisions:
(i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of counsel to the Company Services and CCPR there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company Services and the Guarantor CCPR hereby agree to seek oral interpretive advice or other favorable decision, including a no-action letter or other favorable decision letter, from the Commission allowing the Company Services and the Guarantor CCPR to Consummate an Exchange Offer for such Senior Series A Notes. The Company Services and the Guarantor CCPR hereby agree to pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Company Services and the Guarantor CCPR hereby agree to take all such other actions as are requested by the Commission or otherwise required in connection with the issuance of such decision, including, including without limitation, limitation (A) participating in telephonic conferences with the CommissionCommission staff, (B) delivering to the Commission staff an analysis prepared by counsel to the Company Services and CCPR setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff of such submission; provided, however, that Services and CCPR shall not be required to take commercially unreasonable action in connection with the foregoing.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities Notes shall furnish, upon the request of the CompanyServices and CCPR, prior to the Consummation of the Exchange Offer, a written representation to the Company Services and the Guarantor CCPR (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of Services or CCPR (or that if it is such an affiliate, it will comply with the Companyregistration and prospectus delivery requirements of the Act to the extent applicable), (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the New Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the New Series B Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Notes shall otherwise reasonably cooperate with Services and CCPR in preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) and ---------------------------- Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted ---------------------------------- in the Commission's letter to Shearman & Sterling dated July 2, 1993, and ------------------- similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of New Series B Notes obtained by such Holder in exchange for Senior Series A Notes acquired by such Holder directly from Services, CCPR or any of their affiliates.
(iii) Prior to effectiveness of the Company Exchange Offer Registration Statement, Services and CCPR shall provide a supplemental letter to the Commission (A) stating that Services and CCPR are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon ----- Capital Holdings Corporation (available May 13, 1988), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ---------------------------- ------------------ Co., Inc. (available June 5, 1991) and, if applicable, any no-action letter -------- obtained pursuant to clause (i) above, (B) including a representation that neither Services nor CCPR has entered into any arrangement or an affiliate thereofunderstanding with any Person to distribute the Series B Notes to be received in the Exchange Offer and that, to the best of Services' and CCPR's information and belief, each Holder participating in the Exchange Offer is acquiring the Series B Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Series B Notes received in the Exchange Offer and (C) including any other undertaking or representation reasonably required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above.
Appears in 1 contract
Exchange Offer Registration Statement. In connection with the Exchange ------------------------------------- Offer, the Company and the Guarantor shall comply with all applicable provisions of Section 6(c) hereofbelow, shall use their respective best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities Senior PIK Notes being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) : If, following the date hereof, hereof there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal lawlaw or Commission policy, the Company and the Guarantor hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantor to Consummate an Exchange Offer for such Senior PIK Notes. The Company and the Guarantor hereby agree agrees to pursue the issuance of such a decision to the Commission staff levellevel but shall not be required to take commercially unreasonable action to effect a change of Commission policy. In connection with the foregoing, the Company and the Guarantor hereby agree agrees, however, to take all such other actions as are requested by the Commission or otherwise required in connection with the issuance of such decision, including, including without limitation, limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff of such submission.
(ii) . As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities Senior PIK Notes shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantor (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the New Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the New Exchange Notes in its ordinary course of business. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) and Exxon ---------------------------- ----- Capital Holdings Corporation (available May 13, 1988), as interpreted in the ---------------------------- Commission's letter to Shearman & Sterling dated July 2, 1993, and similar no-no- action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of New Exchange Notes obtained by such Holder in exchange for Senior PIK Notes acquired by such Holder directly from the Company or an affiliate thereof. To the extent required by the Commission, prior to effectiveness of the Exchange Offer Registration Statement, the Company shall provide a supplemental letter to the Commission (A) stating that the Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon ----- Capital Holdings Corporation (available May 13, 1988), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., ---------------------------- ----------------------- Inc. (available June 5, 1991) and, if applicable, any no-action letter obtained ---- pursuant to clause (i) above, (B) including a representation that the Company has not entered into any arrangement or understanding with any Person to distribute the Exchange Notes to be received in the Exchange Offer and that, to the best of the Company's information and belief, each Holder of Transfer Restricted Senior PIK Notes participating in the Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Notes received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above.
Appears in 1 contract
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantor shall comply with all applicable provisions of Section 6(c) hereofbelow, shall use their respective its reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereofthereof (which shall be in a manner consistent with the terms of this Agreement), and shall comply with all of the following provisions:
(i) If, following the date hereofhereof and prior to the Consummation of the Exchange Offer, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal lawlaw or Commission policy, the Company and the Guarantor hereby agree agrees to seek a no-action letter or other favorable decision from the Commission staff allowing the Company and the Guarantor to Consummate an Exchange Offer for such Senior Notes. The Company and the Guarantor hereby agree agrees to pursue the issuance of such a decision to the Commission staff levellevel but shall not be required to take commercially unreasonable action to effect a change of Commission policy. In connection with the foregoingThe Company hereby agrees, the Company and the Guarantor hereby agree however, to take all such other actions as are reasonably requested by the Commission or the Commission staff or otherwise required in connection with the issuance of such decision, including, including without limitation, to (A) participating participate in telephonic conferences with the CommissionCommission or the Commission staff, (B) delivering deliver to the Commission or the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing pursue a resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Guarantor (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate Affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person Person to participate in, a distribution (within the meaning of the Securities Act) of the New Senior Notes to be issued in the Exchange Offer and (C) it is acquiring the New Senior Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise reasonably cooperate in the Company's preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Exx▇▇ ▇▇▇i▇▇▇ ▇▇▇dings Corporation (available May 13, 1988), as interpreted in the Commission's letter to Shearman Sherman & Sterling dated July 2, 1993, and similar no-action letters ▇▇▇▇▇▇▇ (including, if applicable, including any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of New Senior Notes obtained by such Holder in exchange for Senior Notes acquired by such Holder directly from the Company or an affiliate Affiliate thereof.
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company shall provide a supplemental letter to the Commission (A) stating that the Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley and Co., Inc. (available June 5, 1991) and, if ▇▇▇▇▇cable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that the Company has not entered into any arrangement or understanding with any Person to distribute the New Senior Notes to be received in the Exchange Offer and that, to the best of the Company's information and belief, each Holder participating in the Exchange Offer is acquiring the New Senior Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Senior Notes received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above.
Appears in 1 contract
Sources: Registration Rights Agreement (Northern Border Pipeline Co)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantor Subsidiary Guarantors shall comply with all applicable of the provisions of Section 6(c) hereofbelow, shall use their respective best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If, following due to a change in law or Commission policy after the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of special counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal lawlaw or Commission policy, the Company and the Guarantor hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantor Subsidiary Guarantors to Consummate an Exchange Offer for such Senior Old Notes. The Company and the Guarantor hereby agree agrees to pursue the issuance of such a no-action letter or favorable decision to the Commission staff level. In connection with the foregoing, the Company and the Guarantor hereby agree level but shall not be required to take all such other actions as are requested by the commercially unreasonable action to effect a change of Commission or otherwise required in connection with the issuance of such decisionpolicy. The Company hereby agrees, includinghowever, without limitation, to (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by special counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing pursue a resolution (which need not be favorable) by the Commission staff of such submission. The Initial Purchasers shall be given prior notice of any action taken by the Company under this clause (i).
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantor (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the CompanyCompany or any of the Subsidiary Guarantors, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the New Notes to be issued in the Exchange Offer and (C) it is acquiring the New Notes in its ordinary course of business. Each Holder hereby acknowledges In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’ preparations for the Exchange Offer.
(iii) The Company and agrees the Initial Purchasers acknowledge that the staff of the Commission has taken the position that any Brokerbroker-Dealer and any dealer that owns New Notes that were received by such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired broker-dealer for its own account in the Exchange Offer (1a “Participating Broker-Dealer”) could not under Commission policy as in effect on may be deemed to be an “underwriter” within the date of this Agreement rely on the position meaning of the Commission enunciated in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Act and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in must deliver a prospectus meeting the Commission's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of such New Notes (other than a secondary resale transaction of an unsold allotment resulting from the original offering of the Notes). The Company and the Initial Purchasers also acknowledge that such a secondary resale transaction must be covered by an effective registration statement containing it is the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K Commission staff’s position that if the resales are Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the New Notes, without naming the Participating Broker-Dealers or specifying the amount of New Notes obtained owned by them, such Holder Prospectus may be delivered by Participating Broker-Dealers to satisfy their prospectus delivery obligations under the Act in exchange connection with resales of New Notes for Senior Notes acquired by such Holder directly from their own accounts, so long as the Company or an affiliate thereofProspectus otherwise meets the requirements of the Act.
Appears in 1 contract
Sources: Registration Rights Agreement (Independent Gasoline & Oil Co of Rochester)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantor Transaction Entities shall comply with all applicable of the provisions of Section 6(c) hereof, shall use their respective best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If, following To the date hereof, there has been published a change in extent the Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of counsel to the Company there is a substantial question raises an objection as to whether the Exchange Offer is permitted by applicable federal law, upon request of the Company and Holders of a majority in principal amount of outstanding Transfer Restricted Securities each of the Guarantor Transaction Entities hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantor Transaction Entities to Consummate an Exchange Offer for such Senior Initial Notes. The Company and Each of the Guarantor Transaction Entities hereby agree agrees to pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Company and the Guarantor hereby agree level but shall not be required to take all such other actions as are requested by commercially unreasonable action to effect a change of Commission policy. Each of the Commission or otherwise required in connection with the issuance of such decisionTransaction Entities hereby agrees, includinghowever, without limitation, to (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the Company Transaction Entities setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted permitted, and (C) diligently pursuing pursue a favorable resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the CompanyTransaction Entities, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Guarantor Transaction Entities (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the CompanyTransaction Entities, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person Person to participate in, a distribution of the New Exchange Notes to be issued in the Exchange Offer and Offer, (C) it is acquiring the New Exchange Notes in its ordinary course of business, (D) it is not acting on behalf of any person who, to its knowledge, could not truthfully make the foregoing representations, and (E) it shall have made such other representations as may be reasonably necessary under applicable Commission rules, regulations or interpretations to render the use of Form S-4 or another appropriate form under the Securities Act available or for the Exchange Offer Registration Statement to be declared effective. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Transaction Entities’ preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission's ’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of New Exchange Notes obtained by such Holder in exchange for Senior Initial Notes acquired by such Holder directly from the Company or an affiliate thereofTransaction Entities.
Appears in 1 contract
Sources: Registration Rights Agreement (Sl Green Realty Corp)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantor shall comply with all applicable of the provisions of Section 6(c) hereof, shall use their respective its reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, and such counsel deems it advisable, the Company and the Guarantor hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantor to Consummate an Exchange Offer for such Senior Notes. The Company Initial Securities and the Guarantor hereby agree to pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Company and the Guarantor hereby agree level but shall not be required to take all such other actions as are requested by the commercially unreasonable action to effect a change of Commission or otherwise required in connection with the issuance of such decision, including, without limitation, (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff of such submissionpolicy.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall be required to furnish, upon the request of the Company, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Guarantor (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate Affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person Person to participate in, a distribution of the New Notes Exchange Securities to be issued in the Exchange Offer and Offer, (C) it is acquiring the New Notes Exchange Securities in its ordinary course of businessbusiness and (D) it is not acting on behalf of any person who could not truthfully make the foregoing representations. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission's ’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of New Notes Exchange Securities obtained by such Holder in exchange for Senior Notes Initial Securities acquired by such Holder directly from the Company or an affiliate thereofCompany.
Appears in 1 contract
Sources: Registration Rights Agreement (Cardinal Health Inc)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantor shall comply with all applicable of the provisions of Section 6(c) hereofbelow, shall use their respective its best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities Notes being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company there is a substantial significant question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantor hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantor to Consummate an Exchange Offer for such Senior Series C Notes. The Company and the Guarantor hereby agree agrees to pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Company and the Guarantor hereby agree level but shall not be required to take all such other actions as are requested by the commercially unreasonable action to effect a change of Commission or otherwise required in connection with the issuance of such decisionpolicy. The Company hereby agrees, includinghowever, without limitation, to (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing pursue a resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities Notes shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Guarantor (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person Person to participate in, a distribution of the New Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the New Series B Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Notes shall otherwise cooperate in the Company's preparations for the Exchange Offer. Each Holder hereby acknowledges will be required to acknowledge and agrees that any agree (as set forth in the letter of transmittal contemplated by the Exchange Offer Registration Statement) that, if it is a Broker-Dealer and any or if such Holder using intends to use the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer Offer, such Holder (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Morg▇▇ ▇▇▇n▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, including any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of New Notes obtained by such Holder in exchange for Senior Notes acquired by such Holder directly from the Company or an affiliate thereof.and
Appears in 1 contract
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company Issuer and the Guarantor Guarantors shall comply with all applicable of the provisions of Section 6(c) hereof, shall use their respective best commercially reasonable efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company Issuer there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, each of the Company Issuer and the Guarantor Guarantors hereby agree to seek a no-action letter or other favorable decision from the Commission allowing the Company Issuer and the Guarantor Guarantors to Consummate an Exchange Offer for such Senior NotesInitial Securities. The Company Each of the Issuer and the Guarantor Guarantors hereby agree agrees to pursue the issuance of such a decision to the Commission staff levellevel but shall not be required to take commercially unreasonable action to effect a change of Commission policy. In connection with Each of the foregoing, the Company Issuer and the Guarantor Guarantors hereby agree agrees, however, to take all such other actions as are requested by the Commission or otherwise required in connection with the issuance of such decision, including, without limitation, (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the Company Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing pursue a favorable resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the CompanyIssuer, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Guarantor Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the CompanyIssuer, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person Person to participate in, a distribution of the New Notes Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the New Notes Exchange Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuer’s preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission's ’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of New Notes Exchange Securities obtained by such Holder in exchange for Senior Notes Initial Securities acquired by such Holder directly from the Company or an affiliate thereofIssuer.
Appears in 1 contract
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantor shall comply with all applicable provisions of Section 6(c) hereofbelow, shall use their respective best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities Senior Notes being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal lawlaw or Commission policy, the Company and the Guarantor hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantor to Consummate an Exchange Offer for such Series C Senior Notes. The Company and the Guarantor hereby agree agrees to pursue the issuance of such a decision to the Commission staff levellevel but shall not be required to take commercially unreasonable action to effect a change of Commission policy. In connection with the foregoing, the Company and the Guarantor hereby agree agrees, however, to take all such other actions as are requested by the Commission or otherwise required in connection with the issuance of such decision, including, including without limitation, limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities Senior Notes shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantor (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the New Series D Senior Notes to be issued in the Exchange Offer and (C) it is acquiring the New Series D Senior Notes in its ordinary course of business. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of New Series D Senior Notes obtained by such Holder in exchange for Series C Senior Notes acquired by such Holder directly from the Company or an affiliate thereof.
(iii) To the extent required by the Commission, prior to effectiveness of the Exchange Offer Registration Statement, the Company shall provide a supplemental letter to the Commission (A) stating that the Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that the Company has not entered into any arrangement or understanding with any Person to distribute the Series D Senior Notes to be received in the Exchange Offer and that, to the best of the Company's information and belief, each Holder of Transfer Restricted Senior Notes participating in the Exchange Offer is acquiring the Series D Senior Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Series D Senior Notes received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above.
Appears in 1 contract
Sources: Registration Rights Agreement (Jordan Industries Inc)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantor shall comply with all applicable provisions of Section 6(c) hereofbelow, shall use their respective its best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantor hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantor to Consummate an Exchange Offer for such Series A Senior Notes. The Company and the Guarantor hereby agree agrees to pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Company and the Guarantor hereby agree agrees to take all such other actions as are requested by the Commission or otherwise required in connection with the issuance of such decision, including, including without limitation, limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantor (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the New Series B Senior Notes to be issued in the Exchange Offer and (C) it is acquiring the New Series B Senior Notes in its ordinary course of business. Each Holder hereby acknowledges and agrees (X) that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Morg▇▇ ▇▇▇n▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of New Notes obtained by such Holder in exchange for Senior Notes acquired by such Holder directly from the Company or an affiliate thereof.letter
Appears in 1 contract
Sources: Registration Rights Agreement (Oxford Health Plans Inc)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantor shall comply with all applicable provisions of Section 6(c) hereofbelow, shall use their respective its best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantor hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantor to Consummate an Exchange Offer for such Senior Notes. The Company and the Guarantor hereby agree agrees to pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Company and the Guarantor hereby agree agrees to take all such other actions as are requested by the Commission or otherwise required in connection with the issuance of such decision, including, including without limitation, limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantor (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the New Senior Notes to be issued in the Exchange Offer and (C) it is acquiring the New Senior Notes in its ordinary course of business. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Morg▇▇ ▇▇▇n▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i1) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of New Senior Notes obtained by such Holder in exchange for Senior Notes acquired by such Holder directly from the Company.
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company or an affiliate thereof.shall provide a supplemental letter to the Commission (A) stating that the Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Morg▇▇ ▇▇▇n▇▇▇ ▇▇▇ Co., Inc. (available June 5, 1991) and, if applicable, any no-action letter obtained pursuant to clause (i)
Appears in 1 contract
Sources: Senior Note Registration Rights Agreement (Intermedia Communications Inc)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantor shall comply with all applicable of the provisions of Section 6(c) hereof, shall use their respective its reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantor hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantor to Consummate an Exchange Offer for such Senior NotesInitial Securities unless the Commission has announced its intention not to grant no-action letters of such kind. The Company and the Guarantor hereby agree agrees to pursue the issuance of such a decision to the Commission staff levellevel but shall not be required to take commercially unreasonable action to effect a change of Commission policy. In connection with the foregoing, the Company and the Guarantor hereby agree agrees to take all such other actions as are requested by the Commission or otherwise required in connection with the issuance of such decision, including, without limitation, (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing pursue a favorable resolution (which need not be favorable) by the Commission staff of such submissionsubmission (which may include a “no-action” position by the Commission staff).
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Guarantor (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person Person to participate in, a distribution of the New Notes Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the New Notes Exchange Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission's ’s letter to Shearman ▇▇▇▇▇▇▇▇ & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of New Notes Exchange Securities obtained by such Holder in exchange for Senior Notes Initial Securities acquired by such Holder directly from the Company or an affiliate thereofCompany.
Appears in 1 contract
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company Issuers and the Guarantor Subsidiary Guarantors shall comply with all applicable of the provisions of Section 6(c) hereofbelow, shall use their respective best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If, following due to a change in law or Commission policy after the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of special counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal lawlaw or Commission policy, the Company and the Guarantor hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company Issuers and the Guarantor Subsidiary Guarantors to Consummate an Exchange Offer for such Senior Old Notes. The Company and the Guarantor hereby agree agrees to pursue the issuance of such a no-action letter or favorable decision to the Commission staff level. In connection with the foregoing, the Company and the Guarantor hereby agree level but shall not be required to take all such other actions as are requested by the commercially unreasonable action to effect a change of Commission or otherwise required in connection with the issuance of such decisionpolicy. The Company hereby agrees, includinghowever, without limitation, to (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by special counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing pursue a resolution (which need not be favorable) by the Commission staff of such submission. The Initial Purchaser shall be given prior notice of any action taken by the Company under this clause (i).
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantor (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the CompanyIssuers or any of the Subsidiary Guarantors, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the New Notes to be issued in the Exchange Offer and (C) it is acquiring the New Notes in its ordinary course of business. Each Holder hereby acknowledges In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company's preparations for the Exchange Offer.
(iii) The Issuers, the Subsidiary Guarantors and agrees the Initial Purchaser acknowledge that the staff of the Commission has taken the position that any Brokerbroker-Dealer and any dealer that owns New Notes that were received by such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired broker-dealer for its own account in the Exchange Offer (1a "PARTICIPATING BROKER-DEALER") could not under Commission policy as in effect on may be deemed to be an "underwriter" within the date of this Agreement rely on the position meaning of the Commission enunciated in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Act and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in must deliver a prospectus meeting the Commission's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of such New Notes (other than a secondary resale transaction of an unsold allotment resulting from the original offering of the Notes). The Issuers, the Subsidiary Guarantors and the Initial Purchaser also acknowledge that such a secondary resale transaction must be covered by an effective registration statement containing it is the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K Commission staff's position that if the resales are Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the New Notes, without naming the Participating Broker-Dealers or specifying the amount of New Notes obtained owned by them, such Holder Prospectus may be delivered by Participating Broker-Dealers to satisfy their prospectus delivery obligations under the Act in exchange connection with resales of New Notes for Senior Notes acquired by such Holder directly from their own accounts, so long as the Company or an affiliate thereofProspectus otherwise meets the requirements of the Act.
Appears in 1 contract
Sources: Registration Rights Agreement (Egan Hub Partners Lp)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantor Operating Partnership shall comply with all applicable of the provisions of Section 6(c) hereof, shall use their respective its reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company Operating Partnership there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantor Operating Partnership hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantor Operating Partnership to Consummate an Exchange Offer for such Senior Initial Notes. The Company and the Guarantor Operating Partnership hereby agree agrees to pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Company and the Guarantor hereby agree level but shall not be required to take all such other actions as are requested by the unreasonable action to effect a change of Commission or otherwise required in connection with the issuance of such decisionpolicy. The Operating Partnership hereby agrees, includinghowever, without limitation, to (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the Company Operating Partnership setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing pursue a favorable resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the CompanyOperating Partnership, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Guarantor Operating Partnership (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the CompanyOperating Partnership, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person Person to participate in, a distribution of the New Notes Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the New Notes Exchange Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Operating Partnership’s preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission's ’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of New Notes Exchange Securities obtained by such Holder in exchange for Senior Initial Notes acquired by such Holder directly from the Company or an affiliate thereofOperating Partnership.
Appears in 1 contract
Sources: Registration Rights Agreement (Highwoods Realty LTD Partnership)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantor shall comply with all applicable of the provisions of Section 6(c) hereof, shall use their respective its reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantor hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantor to Consummate an Exchange Offer for such Senior NotesInitial Securities unless the Commission has announced its intention not to grant no-action letters of such kind. The Company and the Guarantor hereby agree agrees to pursue the issuance of such a decision to the Commission staff levellevel but shall not be required to take commercially unreasonable action to effect a change of Commission policy. In connection with the foregoing, the Company and the Guarantor hereby agree agrees to take all such other actions as are requested by the Commission or otherwise required in connection with the issuance of such decision, including, without limitation, (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing pursue a favorable resolution (which need not be favorable) by the Commission staff of such submissionsubmission (which may include a “no-action” position by the Commission staff).
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Guarantor (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person Person to participate in, a distribution of the New Notes Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the New Notes Exchange Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission's ’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of New Notes Exchange Securities obtained by such Holder in exchange for Senior Notes Initial Securities acquired by such Holder directly from the Company or an affiliate thereofCompany.
Appears in 1 contract
Exchange Offer Registration Statement. (i) In connection with the Exchange Offer, the Company and the Guarantor Guarantors shall comply with all applicable of the provisions of Section 6(c) hereof, shall use their respective best commercially reasonable efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(iA) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, each of the Company and the Guarantor Guarantors hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantor Guarantors to Consummate an Exchange Offer for such Senior NotesPurchased Securities. The Each of the Company and the Guarantor Guarantors hereby agree agrees to pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, level but shall not be required to take commercially unreasonable action to effect a change of Commission policy.
(B) Each of the Company and the Guarantor Guarantors hereby agree agrees, however, to take all such other actions as are requested by the Commission or otherwise required in connection with the issuance of such decision, including, without limitation, (Aa) participating participate in telephonic conferences with the Commission, (Bb) delivering deliver to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (Cc) diligently pursuing pursue a favorable resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Guarantor (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate (as defined in Rule 405 under the Securities Act) of the Company, (B) that, at the time of the commencement of the Exchange Offer, it has no arrangement or understanding with any Person to participate in a distribution (within the meaning of the Securities Act) of the Exchange Securities to be issued in the Exchange Offer in violation of the Securities Act, (C) if such holder is not a Broker-Dealer, that it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a the distribution of the New Notes Exchange Securities to be issued in the Exchange Offer Offer, (D) if such Holder is a Broker-Dealer, that has acquired the Exchange Securities that are Transfer Restricted Securities for its own account in exchange for Purchased Securities that were acquired as a result of market making activities or other trading activities, that it will deliver a prospectus in connection with any resale of such Exchange Notes to the extent required by the rules and regulations of the Commission and (CE) it is acquiring the New Notes Exchange Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission's ’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of New Notes Exchange Securities obtained by such Holder in exchange for Senior Notes Purchased Securities acquired by such Holder directly from the Company or an affiliate thereofCompany.
Appears in 1 contract
Sources: Registration Rights Agreement (Campbell Alliance Group Inc)
Exchange Offer Registration Statement. In connection with the Exchange Offer, if required pursuant to Section 3(a) hereof, the Company and the Guarantor Guarantors shall comply in all material respects with all applicable of the provisions of Section 6(c) hereof, shall use their respective best its commercially reasonable efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply in all material respects with all of the following provisions:
(i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal lawlaw with respect to the Transfer Restricted Securities, each of the Company and the Guarantor Guarantors hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantor Guarantors to Consummate an Exchange Offer for such Senior NotesInitial Securities. The Each of the Company and the Guarantor Guarantors hereby agree agrees to pursue the issuance of such a decision to the Commission staff levellevel but shall not be required to take commercially unreasonable action to effect a change of Commission policy. In connection with the foregoing, Each of the Company and the Guarantor Guarantors hereby agree agrees, however, to take all such other actions as are requested by the Commission or otherwise required in connection with the issuance of such decision, including, without limitation, (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the Company and the Guarantors setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing pursue a favorable resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Guarantor (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person Person to participate in, a distribution of the New Notes Exchange Securities to be issued in the Exchange Offer and Offer, (C) it is acquiring the New Notes Exchange Securities in its ordinary course of business, (D) if such Holder is not a Broker-Dealer, that it has not engaged in and does not intend to engage in, the distribution of Exchange Securities, (E) if such Holder is a Broker-Dealer, such Holder acquired the Transfer Restricted Securities as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act with respect to any resale of any Exchange Securities, and (F) such Holder has full corporate (or similar) power and authority to transfer the Transfer Restricted Securities in exchange for the Exchange Securities. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission's ’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of New Notes Exchange Securities obtained by such Holder in exchange for Senior Notes Initial Securities acquired by such Holder directly from the Company or an affiliate thereofCompany.
Appears in 1 contract
Sources: Registration Rights Agreement (International Lease Finance Corp)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantor shall comply with all applicable of the provisions of Section 6(c) hereofbelow, shall use their respective its best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities Notes being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantor hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantor to Consummate an Exchange Offer for such Senior Series A Notes. The Company and the Guarantor hereby agree agrees to pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Company and the Guarantor hereby agree level but shall not be required to take all such other actions as are requested by the commercially unreasonable action to effect a change of Commission or otherwise required in connection with the issuance of such decisionpolicy. The Company hereby agrees, includinghowever, without limitation, to (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing pursue a resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities Notes shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Guarantor (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company, ; (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution (within the mean-ing of the New Act) of the Series B Notes to be issued in the Exchange Offer and Offer; (C) it is acquiring the New Series B Notes in its ordinary course of business; (D) it is not a broker-dealer tendering Notes acquired directly from the Company or if it is such a broker-dealer, it will comply with the registration and prospectus delivery requirements of the Act to the extent applicable; and (E) it is not acting on behalf of any person who could not truthfully make the foregoing representations. In addition, all such Holders of Transfer Restricted Notes shall otherwise cooperate in the Company's preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, including any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of New Series B Notes obtained by such Holder in exchange for Senior Series A Notes acquired by such Holder directly from the Company.
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company shall provide a supplemental letter to the Commission (A) stating that the Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) and, if applicable, any no-action letter obtained pursuant to clause (i) above and (B) including a representation that the Company has not entered into any arrangement or an affiliate thereofunderstanding with any Person to distribute the Series B Notes to be received in the Exchange Offer and that, to the best of the Company's information and belief, each Holder participating in the Exchange Offer is acquiring the Series B Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Series B Notes received in the Exchange Offer.
Appears in 1 contract
Sources: Registration Rights Agreement (Allbritton Communications Co)
Exchange Offer Registration Statement. In connection with the ------------------------------------- Exchange Offer, the Company and the Guarantor Subsidiary Guarantors shall comply with all applicable of the provisions of Section 6(c) hereofbelow, shall use their respective best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If, following due to a change in law or Commission policy after the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of special counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal lawlaw or Commission policy, the Company and the Guarantor hereby agree agrees to seek a no-no- action letter or other favorable decision from the Commission allowing the Company and the Guarantor Subsidiary Guarantors to Consummate an Exchange Offer for such Senior Old Notes. The Company and the Guarantor hereby agree agrees to pursue the issuance of such a no-action letter or favorable decision to the Commission staff level. In connection with the foregoing, the Company and the Guarantor hereby agree level but shall not be required to take all such other actions as are requested by the commercially unreasonable action to effect a change of Commission or otherwise required in connection with the issuance of such decisionpolicy. The Company hereby agrees, includinghowever, without limitation, to (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by special counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing pursue a resolution (which need not be favorable) by the Commission staff of such submission. The Initial Purchaser shall be given prior notice of any action taken by the Company under this clause (i).
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantor (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the CompanyCompany or any of the Subsidiary Guarantors, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the New Notes to be issued in the Exchange Offer and (C) it is acquiring the New Notes in its ordinary course of business. Each Holder hereby acknowledges In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company's preparations for the Exchange Offer.
(iii) The Company, the Subsidiary Guarantors and agrees the Initial Purchaser acknowledge that the staff of the Commission has taken the position that any Brokerbroker-Dealer and any dealer that owns New Notes that were received by such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired broker-dealer for its own account in the Exchange Offer (1a "Participating Broker-Dealer") could not under Commission policy as in effect on may be deemed to be an "underwriter" within ---------------------------- the date of this Agreement rely on the position meaning of the Commission enunciated in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Act and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in must deliver a prospectus meeting the Commission's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of such New Notes (other than a secondary resale transaction of an unsold allotment resulting from the original offering of the Notes). The Company, the Subsidiary Guarantors and the Initial Purchaser also acknowledge that such a secondary resale transaction must be covered by an effective registration statement containing it is the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K Commission staff's position that if the resales are Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker- Dealers may resell the New Notes, without naming the Participating Broker- Dealers or specifying the amount of New Notes obtained owned by them, such Holder Prospectus may be delivered by Participating Broker-Dealers to satisfy their prospectus delivery obligations under the Act in exchange connection with resales of New Notes for Senior Notes acquired by such Holder directly from their own accounts, so long as the Company or an affiliate thereofProspectus otherwise meets the requirements of the Act.
Appears in 1 contract
Sources: Registration Rights Agreement (Koppers Industries Inc)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantor shall comply with all applicable of the provisions of Section 6(c) hereof, shall use their respective best its commercially reasonable efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantor hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantor to Consummate an Exchange Offer for such Senior NotesInitial Securities. The Company and the Guarantor hereby agree agrees to pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Company and the Guarantor hereby agree level but shall not be required to take all such other actions as are requested by the commercially unreasonable action to effect a change of Commission or otherwise required in connection with the issuance of such decisionpolicy. The Company hereby agrees, includinghowever, without limitation, to (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing pursue a favorable resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Guarantor (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company, as such term is defined in Rule 405 of the Securities Act, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person Person to participate in, a distribution of the New Notes Exchange Securities to be issued in the Exchange Offer and Offer, (C) it is acquiring the New Notes Exchange Securities in its ordinary course of businessbusiness and (D) it is not acting on behalf of any Person who could not truthfully make the representations in this Section 6(a)(ii). In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission's ’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of New Notes Exchange Securities obtained by such Holder in exchange for Senior Notes Initial Securities acquired by such Holder directly from the Company or an affiliate thereofCompany.
Appears in 1 contract
Sources: Registration Rights Agreement (Commercial Metals Co)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantor shall comply with all applicable of the provisions of Section 6(c) hereof, shall use their respective its reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantor hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantor to Consummate an Exchange Offer for such Senior NotesInitial Securities unless the Commission has announced its intention not to grant no-action letters of such kind. The Company and the Guarantor hereby agree agrees to pursue the issuance of such a decision to the Commission staff levellevel but shall not be required to take commercially unreasonable action to effect a change of Commission policy. In connection with the foregoing, the Company and the Guarantor hereby agree agrees to take all such other actions as are requested by the Commission or otherwise required in connection with the issuance of such decision, including, without limitation, (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing pursue a favorable resolution (which need not be favorable) by the Commission staff of such submissionsubmission (which may include a “no-action” position by the Commission staff).
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Guarantor (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person Person to participate in, a distribution of the New Notes Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the New Notes Exchange Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission's ’s letter to Shearman S▇▇▇▇▇▇▇ & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of New Notes Exchange Securities obtained by such Holder in exchange for Senior Notes Initial Securities acquired by such Holder directly from the Company or an affiliate thereofCompany.
Appears in 1 contract
Sources: Registration Rights Agreement (Canadian Natural Resources LTD)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantor shall comply with all applicable provisions of Section 6(c) hereofbelow, shall use their respective its best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantor hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantor to Consummate an Exchange Offer for such Senior Notes. The Company and the Guarantor hereby agree agrees to pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Company and the Guarantor hereby agree agrees to take all such other actions as are requested by the Commission or otherwise required in connection with the issuance of such decision, including, including without limitation, limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantor (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the New Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the New Exchange Notes in its ordinary course of business. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of New Notes obtained by such Holder in exchange for Senior Notes acquired by such Holder directly from the Company or an affiliate thereof.Exchange
Appears in 1 contract
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantor shall comply with all applicable of the provisions of Section 6(c) hereofbelow, shall use their respective its best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantor hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantor to Consummate an Exchange Offer for such Senior Notes. The Company and the Guarantor hereby agree agrees to pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Company and the Guarantor hereby agree level but shall not be required to take all such other actions as are requested by the commercially unreasonable action to effect a change of Commission or otherwise required in connection with the issuance of such decisionpolicy. The Company hereby agrees, includinghowever, without limitation, to (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing pursue a resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Guarantor (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the New Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the New Notes in its ordinary course of business. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of New Notes obtained by such Holder in exchange for Senior Notes acquired by such Holder directly from the Company or an affiliate thereof.and
Appears in 1 contract
Sources: Registration Rights Agreement (Meristar Hospitality Corp)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company Issuers and the Guarantor Guarantors shall comply with all of the applicable provisions of Section 6(c) hereof, shall use their respective reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company Issuers there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, each of the Company Issuers and the Guarantor hereby agree to Guarantors may, at their option, seek a no-action letter or other favorable decision from the Commission allowing the Company Issuers and the Guarantor Guarantors to Consummate an Exchange Offer for such Senior NotesInitial Securities. The Company In such event, each of the Issuers and the Guarantor Guarantors hereby agree agrees to pursue the issuance of such a decision to the Commission staff levellevel but shall not be required to take commercially unreasonable action to effect a change of Commission policy. In connection with Each of the foregoing, the Company Issuers and the Guarantor Guarantors hereby agree agrees, however, to take all such other actions as are requested by the Commission or otherwise required in connection with the issuance of such decision, including, without limitation, (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the Company Issuers setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing pursue a favorable resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the CompanyIssuers, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Guarantor Issuers (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the CompanyIssuers, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person Person to participate in, a distribution of the New Notes Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the New Notes Exchange Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission's ’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of New Notes Exchange Securities obtained by such Holder in exchange for Senior Notes Initial Securities acquired by such Holder directly from the Company or an affiliate thereofIssuers.
Appears in 1 contract
Sources: Registration Rights Agreement (Petro Financial Corp)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company Issuer and the Guarantor Guarantors shall comply with all of the applicable provisions of Section 6(c) hereofbelow, shall use their respective commercially reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company Issuer there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company Issuer and the Guarantor Guarantors hereby agree to seek a no-action letter or other favorable decision from the Commission allowing the Company Issuer and the Guarantor Guarantors to Consummate an Exchange Offer for such Senior Restricted Notes. The Company Issuer and the Guarantor Guarantors hereby agree to pursue the issuance of such a decision to the Commission staff levellevel but shall not be required to take commercially unreasonable action to effect a change of Commission policy. In connection with the foregoing, the Company The Issuer and the Guarantor Guarantors hereby agree agree, however, to take all such other actions as are requested by the Commission or otherwise required in connection with the issuance of such decision, including, without limitation, (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the Company Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing pursue a favorable resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the CompanyIssuer, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company Issuer and the Guarantor Guarantors (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the CompanyIssuer, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the New Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the New Exchange Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuer's preparations for the Exchange Offer. Each Holder hereby acknowledges shall acknowledge and agrees agree that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Capit▇▇ ▇▇▇▇▇▇gs Corporation (available May 13, 1988), as interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of New Exchange Notes obtained by such Holder in exchange for Senior Restricted Notes acquired by such Holder directly from the Company or an affiliate thereofIssuer.
Appears in 1 contract
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantor Guarantors shall comply with all applicable provisions of Section 6(c) hereofbelow, shall use their respective best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantor Guarantors hereby agree to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantor Guarantors to Consummate an Exchange Offer for such Senior Series A Notes. The Company and the Guarantor Guarantors hereby agree to pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Company and the Guarantor Guarantors hereby agree to take all such other actions as are requested by the Commission or otherwise required in connection with the issuance of such decision, including, including without limitation, limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantor Guarantors (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the New Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the New Series B Notes in its ordinary course of business. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of New Series B Notes obtained by such Holder in exchange for Senior Series A Notes acquired by such Holder directly from the Company or an affiliate thereof.
Appears in 1 contract
Sources: Registration Rights Agreement (Crew J Operating Corp)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantor shall comply with all applicable provisions of Section 6(c4(c) hereofbelow, shall use their respective its best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been published published, or otherwise communicated by the staff of the Commission (the "Staff") a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantor hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantor to Consummate an Exchange Offer for such Senior NotesInitial Certificates. The Company and the Guarantor hereby agree agrees to pursue the issuance of such a decision to by the Commission staff levelStaff. In connection with the foregoing, the Company and the Guarantor hereby agree agrees to take all such other actions as are reasonably requested by the Commission Staff or otherwise reasonably required in connection with the issuance of such decision, including, including without limitation, limitation (A) participating in telephonic conferences with the CommissionStaff, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a favorable resolution (which need not be favorableif possible) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantor (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate Affiliate of the CompanyCompany or FDX, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the New Notes Exchange Certificates to be issued in the Exchange Offer and (C) it is acquiring the New Notes Exchange Certificates in its ordinary course of business. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the staff of the Commission enunciated in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Morgan Stanley and Co., Inc. (available June 5, 199119▇▇) and Exxon ▇▇d ▇▇▇▇▇ Capital Holdings Corporation (available May 13, 1988), as interpreted in the CommissionCommission staff's letter to Shearman & Sterling dated July 2, 1993, and similar nosimila▇ ▇▇-action ▇▇▇ion letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of New Notes Exchange Certificates obtained by such Holder in exchange for Senior Notes Initial Certificates acquired by such Holder directly from any of the Company or an affiliate Affiliate thereof.
Appears in 1 contract
Sources: Registration Rights Agreement (Prudential Securities Structured Assets Inc)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantor shall comply with all applicable provisions of Section 6(c4(c) hereofbelow, shall use their respective its best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been published published, or otherwise communicated by the staff of the Commission (the "Staff") a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantor hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantor to Consummate an Exchange Offer for such Senior NotesInitial Certificates. The Company and the Guarantor hereby agree agrees to pursue the issuance of such a decision to by the Commission staff levelStaff. In connection with the foregoing, the Company and the Guarantor hereby agree agrees to take all such other actions as are reasonably requested by the Commission Staff or otherwise reasonably required in connection with the issuance of such decision, including, including without limitation, limitation (A) participating in telephonic conferences with the CommissionStaff, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a favorable resolution (which need not be favorableif possible) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantor (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate Affiliate of the CompanyCompany or BCFC, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the New Notes Exchange Certificates to be issued in the Exchange Offer and (C) it is acquiring the New Notes Exchange Certificates in its ordinary course of business. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the staff of the Commission enunciated in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Morgan Stanley and Co., Inc. (available June 5, 1991▇▇▇▇) (▇▇▇ "▇▇rgan Stanley Letter") and Exxon Capital Holdings Corporation Holdin▇▇ ▇▇▇p▇▇▇▇▇▇▇ (available May 13, 1988) (the "Exxon Capital Letter"), as interpreted in the CommissionCommission staff's letter to Shearman & Sterling dated July 2, 1993, and similar nosimi▇▇▇ ▇▇-action ▇ction letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of New Notes Exchange Certificates obtained by such Holder in exchange for Senior Notes Initial Certificates acquired by such Holder directly from any of the Company or an affiliate Affiliate thereof.
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company shall provide a supplemental letter to the Commission (A) stating that the Company is registering the Exchange Offer in reliance on the position of the staff of the Commission enunciated in the Exxon Capital Letter, the Morgan Stanley Letter and, if applicable, any no-▇▇▇▇▇n ▇▇▇▇▇▇ obtained pursuant to clause (i) above, (B) including a representation that the Company has not entered into any arrangement or understanding with any Person to distribute the Exchange Certificates to be received in the Exchange Offer and that, to the best of the Company's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Certificates in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Certificates received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above.
Appears in 1 contract
Sources: Registration Rights Agreement (Receipts on Corporate Securities Trust Series BLS 1998-1)
Exchange Offer Registration Statement. In connection with the Exchange ------------------------------------- Offer, the Company and the Guarantor shall comply with all applicable of the provisions of Section 6(c) hereofbelow, shall use their respective its best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereofexchange, and shall comply with all of the following provisions:
(i) If, following due to a change in law or Commission policy after the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal lawlaw or Commission policy, the Company and the Guarantor hereby agree agrees to seek a no-no- action letter or other favorable decision from the Commission allowing the Company and the Guarantor to Consummate an Exchange Offer for such Senior Old Notes. The Company and the Guarantor hereby agree agrees to pursue the issuance of such a no-action letter or favorable decision to the Commission staff level. In connection with the foregoing, the Company and the Guarantor hereby agree level but shall not be required to take all such other actions as are requested by the commercially unreasonable action to effect a change of Commission or otherwise required in connection with the issuance of such decisionpolicy. The Company hereby agrees, includinghowever, without limitation, to (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing pursue a resolution (which need not be favorable) by the Commission staff of such submission. The Initial Purchasers shall be given prior notice of any action taken by the Company under this clause (i).
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantor (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the New Notes to be issued in the Exchange Offer and (C) it is acquiring the New Notes in its ordinary course of business. Each Holder hereby acknowledges In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company's preparations for the Exchange Offer.
(iii) The Company and agrees the Initial Purchasers acknowledge that the staff of the Commission has taken the position that any Brokerbroker-Dealer and any dealer that owns New Notes that were received by such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired broker-dealer for its own account in the Exchange Offer (1a "Participating Broker-Dealer") could not under Commission policy as in effect on may be deemed to be --------------------------- an "underwriter" within the date of this Agreement rely on the position meaning of the Commission enunciated in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Act and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in must deliver a prospectus meeting the Commission's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of such New Notes (other than a secondary resale transaction of an unsold allotment resulting from the original offering of the Notes). The Company and the Initial Purchasers also acknowledge that such a secondary resale transaction must be covered by an effective registration statement containing it is the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K Commission staff's position that if the resales are Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker- Dealers may resell the New Notes, without naming the Participating Broker- Dealers or specifying the amount of New Notes obtained owned by them, such Holder Prospectus may be delivered by Participating Broker-Dealers to satisfy their prospectus delivery obligations under the Act in exchange connection with resales of New Notes for Senior Notes acquired by such Holder directly from their own accounts, so long as the Company or an affiliate thereofProspectus otherwise meets the requirements of the Act.
Appears in 1 contract
Sources: Registration Rights Agreement (Standard Pacific Corp /De/)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantor Guarantors shall comply with all of the applicable provisions of Section 6(c) hereof, shall use their respective best commercially reasonable efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company and the Guarantors there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, each of the Company and the Guarantor Guarantors hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantor Guarantors to Consummate an Exchange Offer for such Senior NotesInitial Securities. The Company and each of the Guarantor Guarantors hereby agree agrees to pursue the issuance of such a decision to the Commission staff levellevel but shall not be required to take commercially unreasonable action to effect a change of Commission policy. In connection with the foregoing, the The Company and each of the Guarantor Guarantors hereby agree agrees, however, to take all such other actions as are requested by the Commission or otherwise required in connection with the issuance of such decision, including, without limitation, (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing pursue a favorable resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Guarantor (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person Person to participate in, a distribution of the New Notes Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the New Notes Exchange Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s preparations for the Exchange Offer. Each Holder hereby acknowledges will be required to acknowledge and agrees agree that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission's ’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of New Notes Exchange Securities obtained by such Holder in exchange for Senior Notes Initial Securities acquired by such Holder directly from the Company or an affiliate thereofCompany.
Appears in 1 contract
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantor shall comply with all applicable provisions of Section 6(c) hereofbelow, shall use their respective its best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantor hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantor to Consummate an Exchange Offer for such Senior Series A Notes. The Company and the Guarantor hereby agree agrees to pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Company and the Guarantor hereby agree agrees to take all such other actions as are reasonably requested by the Commission or otherwise required in connection with the issuance of such decision, including, including without limitation, limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, furnish upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantor (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the New Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the New Series B Notes in its ordinary course of business. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Morg▇▇ ▇▇▇n▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of New Series B Notes obtained by such Holder in exchange for Senior Series A Notes acquired by such Holder directly from the Company or an affiliate thereof.
Appears in 1 contract
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantor shall comply with all applicable of the provisions of Section 6(c) hereofbelow, shall use their respective its best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantor hereby agree to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantor to Consummate an Exchange Offer for such Senior Secured Notes. The Company and the Guarantor hereby agree agrees to pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Company and the Guarantor hereby agree level but shall not be required to take all such other actions as are requested by the commercially unreasonable action to effect a change of Commission or otherwise required in connection with the issuance of such decisionpolicy. The Company hereby agrees, includinghowever, without limitation, to (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing pursue a resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Guarantor (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the New Senior Secured Notes to be issued in the Exchange Offer and (C) it is acquiring the New Senior Secured Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company's preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Morg▇▇ ▇▇▇n▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, including any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of New Senior Secured Notes obtained by such Holder in exchange for Senior Secured Notes acquired by such Holder directly from the Company or an affiliate thereofCompany.
Appears in 1 contract
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantor Guarantors shall comply with all applicable of the provisions of Section 6(c5(c) hereof, shall use their respective best commercially reasonable efforts to effect such exchange and to permit the sale of Initial Securities, by any such Broker-Dealer Transfer Restricted Securities Dealer, being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, each of the Company and the Guarantor Guarantors hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantor Guarantors to Consummate an Exchange Offer for such Senior NotesInitial Securities. The Each of the Company and the Guarantor Guarantors hereby agree agrees to pursue the issuance of such a decision to the Commission staff levellevel but shall not be required to take commercially unreasonable action to effect a change of Commission policy. In connection with the foregoing, Each of the Company and the Guarantor Guarantors hereby agree agrees, however, to take all such other actions as are requested by the Commission or otherwise required in connection with the issuance of such decision, including, without limitation, (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing pursue a favorable resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Initial Securities shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Guarantor (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person Person to participate in, a distribution of the New Notes Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the New Notes Exchange Securities in its ordinary course of business. In addition, all such Holders of Initial Securities shall otherwise cooperate in the Company’s preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission's ’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of New Notes Exchange Securities obtained by such Holder in exchange for Senior Notes Initial Securities acquired by such Holder directly from the Company or an affiliate thereofCompany.
Appears in 1 contract
Sources: Registration Rights Agreement (Hay River Partnership)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantor Holdings shall comply with all applicable provisions of Section 6(c) hereofbelow, shall use their respective best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities Notes being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) i. If, following the date hereof, hereof there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of counsel to the Company Holdings there is a substantial question as to whether the Exchange Offer is permitted by applicable federal lawlaw or Commission policy, the Company and the Guarantor Holdings hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantor Holdings to Consummate an Exchange Offer for such Senior Series A Notes. The Company and the Guarantor Holdings hereby agree agrees to pursue the issuance of such a decision to the Commission staff levellevel but shall not be required to take commercially unreasonable action to effect a change of Commission policy. In connection with the foregoing, the Company and the Guarantor Holdings hereby agree agrees, however, to take all such other actions as are requested by the Commission or otherwise required in connection with the issuance of such decision, including, including without limitation, limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company Holdings setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff of such submission.
(ii) . As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities Notes shall furnish, upon the request of the CompanyHoldings, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantor Holdings (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the CompanyHoldings, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the New Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the New Series B Notes in its ordinary course of business. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of New Series B Notes obtained by such Holder in exchange for Senior Series A Notes acquired by such Holder directly from the Company Holdings or an affiliate thereof.
iii. To the extent required by the Commission, prior to effectiveness of the Exchange Offer Registration Statement, Holdings shall provide a supplemental letter to the Commission (A) stating that Holdings is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that Holdings has not entered into any arrangement or understanding with any Person to distribute the Series B Notes to be received in the Exchange Offer and that, to the best of Holdings' information and belief, each Holder participating in the Exchange Offer is acquiring the Series B Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Series B Notes received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above.
Appears in 1 contract
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantor shall comply with all applicable provisions of Section 6(c) hereofbelow, shall use their respective its best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantor hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantor to Consummate an Exchange Offer for such Senior Notes. The Company and the Guarantor hereby agree agrees to pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Company and the Guarantor hereby agree agrees to take all such other actions as are requested by the Commission or otherwise required in connection with the issuance of such decision, including, including without limitation, limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantor (which may be contained in the letter of transmittal contemplated 8 by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the New Senior Notes to be issued in the Exchange Offer and (C) it is acquiring the New Senior Notes in its ordinary course of business. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Morg▇▇ ▇▇▇n▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i1) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of New Senior Notes obtained by such Holder in exchange for Senior Notes acquired by such Holder directly from the Company.
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company shall provide a supplemental letter to the Commission (A) stating that the Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Morg▇▇ Stan▇▇▇ ▇▇▇ Co., Inc. (available June 5, 1991) and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that the Company has not entered into any arrangement or an affiliate thereofunderstanding with any Person to distribute the New Senior Notes to be received in the Exchange Offer and that, to the best of the Company's information and belief, each Holder participating in the Exchange Offer is acquiring the New Senior Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Senior Notes received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above.
Appears in 1 contract
Sources: Registration Rights Agreement (Intermedia Communications Inc)
Exchange Offer Registration Statement. In connection with the ------------------------------------- Exchange Offer, the Company and the Guarantor shall comply with all applicable provisions of Section 6(c) hereofbelow, shall use their respective its best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantor hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantor to Consummate an Exchange Offer for such Senior NotesSeries A Preferred Stock or Exchange Debentures, as the case may be. The Company and the Guarantor hereby agree agrees to pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Company and the Guarantor hereby agree agrees to take all such other actions as are requested by the Commission or otherwise required in connection with the issuance of such decision, including, including without limitation, limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff of such submission. Nothing in this Section 6(a)(i) shall prevent the Company from promptly filing a Registration Statement in accordance with Section 3(a) hereof.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantor (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the New Notes Preferred Stock or New Exchange Debentures to be issued in the Exchange Offer and (C) it is acquiring the New Notes Preferred Stock or New Exchange Debentures in its ordinary course of business. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. ---------------------------- (available June 5, 1991) and Exxon Capital Holdings Corporation ---------------------------------- (available May 13, 1988), as interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of New Notes Preferred Stock or New Exchange Debentures obtained by such Holder in exchange for Senior Notes Series A Preferred Stock or Exchange Debentures acquired by such Holder directly from the Company.
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company shall provide a supplemental letter to the Commission (A) stating that the Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), ▇▇▇▇▇▇ ---------------------------------- ------ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991), K-III Communications --------------------- -------------------- Corporation (available May 14, 1993) and, if applicable, any no-action ----------- letter obtained pursuant to clause (i) above, (B) including a representation that the Company has not entered into any arrangement or an affiliate thereofunderstanding with any Person to distribute the New Preferred Stock or New Exchange Debentures to be received in the Exchange Offer and that, prior to consummation of the Exchange Offer the Company will have received appropriate representations from participating Holders to allow the Company to state to the best of the Company's information and belief, that each Holder participating in the Exchange Offer is not affiliated with the Company, is acquiring the New Preferred Stock or New Exchange Debentures in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Preferred Stock or New Exchange Debentures received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above.
Appears in 1 contract
Sources: Registration Rights Agreement (Intermedia Communications of Florida Inc)
Exchange Offer Registration Statement. In connection with the Exchange OfferOffers, the Company Issuer and the Guarantor Guarantors shall comply with all applicable of the provisions of Section 6(c) hereof, shall use their respective best commercially reasonable efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company Issuer there is a substantial question as to whether the Exchange Offer is Offers are permitted by applicable federal law, the Company Issuer and the Guarantor Guarantors hereby agree to seek a no-action letter or other favorable decision from the Commission allowing the Company Issuer and the Guarantor Guarantors to Consummate an the Exchange Offer Offers for such Senior NotesInitial Securities. The Company Issuer and the Guarantor Guarantors hereby agree to use commercially reasonable efforts to pursue the issuance of such a decision to the Commission staff levellevel but shall not be required to take any action to seek to effect a change of Commission policy. In connection with the foregoing, the Company The Issuer and the Guarantor Guarantors hereby agree agree, however, to take all such other actions as are requested by the Commission or otherwise required in connection with the issuance of such decision, including, without limitation, (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the Company Issuer and the Guarantors setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer Offers should be permitted and (C) diligently pursuing pursue a favorable resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer Offers pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the CompanyIssuer, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Guarantor Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the CompanyIssuer, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person Person to participate in, a distribution of the New Notes Exchange Securities to be issued in the Exchange Offer Offers and (C) it is acquiring the New Notes Exchange Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuer’s and the Guarantors’ preparations for the Exchange Offers. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer Offers to participate in a distribution of the securities to be acquired in the Exchange Offer Offers (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission's ’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of New Notes Exchange Securities obtained by such Holder in exchange for Senior Notes Initial Securities acquired by such Holder directly from the Company or an affiliate thereofIssuer.
Appears in 1 contract
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantor shall comply with all applicable provisions of Section 6(c) hereofbelow, shall use their respective its best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantor hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantor to Consummate an Exchange Offer for such Senior Series C Notes. The Company and the Guarantor hereby agree agrees to pursue the issuance of such a decision to the Commission staff level, but is not required to take a commercially unreasonable action to effect a change of Commission policy. In connection with the foregoing, the Company and the Guarantor hereby agree agrees to take all such other actions as are requested by the Commission or otherwise required in connection with the issuance of such decision, including, including without limitation, limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantor (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person Person to participate in, a distribution of the New Series D Notes to be issued in the Exchange Offer and (C) it is acquiring the New Series D Notes in its ordinary course of business. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Morg▇▇ ▇▇▇n▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of New Series D Notes obtained by such Holder in exchange for Senior Series C Notes acquired by such Holder directly from the Company or an affiliate thereof.
Appears in 1 contract
Sources: Registration Rights Agreement (Orbital Imaging Corp)
Exchange Offer Registration Statement. In connection with the Exchange Offer, if required pursuant to Section 3(a) hereof, the Company and the Guarantor Guarantors shall comply in all material respects with all applicable of the provisions of Section 6(c) hereof, shall use their respective best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, each of the Company and the Guarantor Guarantors hereby agree agrees to either, at the Company’s sole option, (A) seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantor Guarantors to Consummate an Exchange Offer for such Senior NotesInitial Securities or (B) file, in accordance with Section 4(a) hereof, a Shelf Registration Statement to permit the registration and/or resale of such Initial Securities that would otherwise be covered by the Exchange Offer Registration Statement. The If the Company elects to seek a no-action letter or other favorable decision from the Commission, each of the Company and the Guarantor Guarantors hereby agree agrees to pursue the issuance of such a decision to the Commission staff levellevel but shall not be required to take commercially unreasonable action to effect a change of Commission policy. In connection with the foregoingcase of clause (A) above, each of the Company and the Guarantor Guarantors hereby agree agrees, however, to take all such other actions as are requested by the Commission or otherwise required in connection with the issuance of such decision, including, without limitation, (Ax) participating participate in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (Cy) diligently pursuing pursue a favorable resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Guarantor (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate (as defined in Rule 405 of the CompanySecurities Act) of the Company or any Guarantor, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person Person to participate in, a distribution of the New Notes Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the New Notes Exchange Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities Exchange Securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission's ’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of New Notes Exchange Securities obtained by such Holder in exchange for Senior Notes Initial Securities acquired by such Holder directly from the Company or an affiliate thereofCompany.
Appears in 1 contract
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantor Subsidiary Guarantors shall comply with all applicable of the provisions of Section 6(c) hereof, shall use their respective reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the each of Company and the Guarantor Subsidiary Guarantors hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantor Subsidiary Guarantors to Consummate an Exchange Offer for such Senior NotesInitial Securities. The Each of Company and the Guarantor Subsidiary Guarantors hereby agree agrees to pursue the issuance of such a decision to the Commission staff levellevel but shall not be required to take commercially unreasonable action to effect a change of Commission policy. In connection with the foregoing, the Each of Company and the Guarantor Subsidiary Guarantors hereby agree agrees, however, to take all such other actions as are requested by the Commission or otherwise required in connection with the issuance of such decision, including, without limitation, (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing pursue a favorable resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Guarantor (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person Person to participate in, a distribution of the New Notes Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the New Notes Exchange Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission's ’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of New Notes Exchange Securities obtained by such Holder in exchange for Senior Notes Initial Securities acquired by such Holder directly from the Company or an affiliate thereofCompany.
Appears in 1 contract
Sources: Registration Rights Agreement (Quest Diagnostics Inc)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantor shall comply with all applicable provisions of Section 6(c) hereofbelow, shall use their respective its reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereofthereof (which shall be in a manner consistent with the terms of this Agreement), and shall comply with all of the following provisions:
(i) If, following the date hereofhereof and prior to the Consummation of the Exchange Offer, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal lawlaw or Commission policy, the Company and the Guarantor hereby agree agrees to seek a no-action letter or other favorable decision from the Commission staff allowing the Company and the Guarantor to Consummate an Exchange Offer for such Senior Notes. The Company and the Guarantor hereby agree agrees to pursue the issuance of such a decision to the Commission staff levellevel but shall not be required to take commercially unreasonable action to effect a change of Commission policy. In connection with the foregoingThe Company hereby agrees, the Company and the Guarantor hereby agree however, to take all such other actions as are reasonably requested by the Commission or the Commission staff or otherwise required in connection with the issuance of such decision, including, without limitation, to (A) participating participate in telephonic conferences with the CommissionCommission or the Commission staff, (B) delivering deliver to the Commission or the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing pursue a resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Guarantor (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate Affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person Person to participate in, a distribution (within the meaning of the Securities Act) of the New Senior Notes to be issued in the Exchange Offer and (C) it is acquiring the New Senior Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise reasonably cooperate in the Company's preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings C▇▇▇▇▇▇ ▇▇▇▇▇▇▇s Corporation (available May 13, 1988), as interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, including any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of New Senior Notes obtained by such Holder in exchange for Senior Notes acquired by such Holder directly from the Company or an affiliate Affiliate thereof.
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company shall provide a supplemental letter to the Commission (A) stating that the Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley and Co., Inc. (available June 5, 1991), as interpr▇▇▇▇ ▇n ▇▇▇ ▇▇mmission's letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that the Company has not entered into any arrangement or understanding with any Person to distribute the New Senior Notes to be received in the Exchange Offer and that, to the best of the Company's information and belief, each Holder participating in the Exchange Offer is acquiring the New Senior Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Senior Notes received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above.
(iv) The Company shall (A) include in the Exchange Offer Registration Statement a "Plan of Distribution" section covering the use of the Prospectus included in the Exchange Offer Registration Statement by broker-dealers who have exchanged their Senior Notes for New Senior Notes for the resale of such New Senior Notes, (B) furnish to each broker-dealer who desires to participate in the Exchange Offer, without charge, as many copies of each Prospectus included in the Exchange Offer Registration Statement, including any preliminary Prospectus, and any amendment or supplement thereto, as such broker-dealer may reasonably request, (C) include in the Exchange Offer Registration Statement a statement that any broker-dealer who holds Senior Notes acquired for its own account as a result of market-making activities or other trading activities (a "Participating Broker-Dealer"), and who receives New Senior Notes for Senior Notes pursuant to the Exchange Offer, may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Senior Notes, (D) subject to the last paragraph of this Section 3, hereby consent to the use of the Prospectus forming part of the Exchange Offer Registration Statement or any amendment or supplement thereto, by any broker-dealer in connection with the sale or transfer of the New Senior Notes covered by the Prospectus or any amendment or supplement thereto, and (E) include in the transmittal letter or similar documentation to be executed by an exchange offeree in order to participate in the Exchange Offer the following provision: "The undersigned (A) is not an Affiliate of the Company, (B) is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution (within the meaning of the Securities Act) of the New Senior Notes to be issued in the Exchange Offer and (C) is acquiring the New Senior Notes in its ordinary course of business. In addition, all such Holders of Senior Notes shall otherwise reasonably cooperate in the Company's preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under SEC Staff policy as in effect on the date of this Agreement rely on the position of the SEC Staff enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and Ex▇▇▇ ▇▇p▇▇▇▇ ▇▇ldings Corporation (available May 13, 1988), as interpreted in the SEC Staff's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of New Senior Notes obtained by such Holder in exchange for Senior Notes acquired by such Holder directly from the Company or an Affiliate thereof."
Appears in 1 contract
Sources: Registration Rights Agreement (Northern Border Pipeline Co)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantor Guarantors shall comply with all applicable provisions of Section 6(c) hereofbelow, shall use their respective best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantor Guarantors hereby agree to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantor Guarantors to Consummate an Exchange Offer for such Senior Notes. The Company and the Guarantor Guarantors hereby agree to pursue use reasonable efforts to obtain the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Company and the Guarantor hereby agree to take level including without limitation taking all such other actions as are requested by the Commission or otherwise reasonably required in connection with the issuance of such decision, including, including without limitation, limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantor Guarantors (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the New Registered Senior Notes to be issued in the Exchange Offer and (C) it is acquiring the New Registered Senior Notes in its ordinary course of business. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could may not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co.AND CO., Inc. INC, (available June 5, 1991) and Exxon Capital Holdings Corporation EXXON CAPITAL HOLDINGS CORPORATION (available May 13, 1988), as interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), ) and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of New Registered Senior Notes obtained by such Holder in exchange for Senior Notes acquired by such Holder directly from the Company or an affiliate thereof.
Appears in 1 contract
Sources: Registration Rights Agreement (Playtex Products Inc)
Exchange Offer Registration Statement. In connection with the Exchange Offer, if required pursuant to Section 3(a) hereof, the Company and the Guarantor Guarantors shall comply with all applicable of the provisions of Section 6(c) hereof, shall use their respective best commercially reasonable efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If, following To the date hereof, there has been published a change in extent the Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of counsel to the Company there is a substantial question raises an objection as to whether the Exchange Offer is permitted by applicable federal law, upon request of the Holders of a majority in principle amount of outstanding Transfer Restricted Securities, each of the Company and the Guarantor Guarantors hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantor Guarantors to Consummate an Exchange Offer for such Senior NotesInitial Securities. The Each of the Company and the Guarantor Guarantors hereby agree agrees to pursue the issuance of such a decision to the Commission staff levellevel but shall not be required to take commercially unreasonable action to effect a change of Commission policy. In connection with the foregoing, Each of the Company and the Guarantor Guarantors hereby agree agrees, however, to take all such other actions as are requested by the Commission or otherwise required in connection with the issuance of such decision, including, without limitation, (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing pursue a favorable resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Guarantor (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate (as such term is defined in Rule 405 under the Securities Act) of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person Person to participate in, a distribution (within the meaning of the New Notes Securities Act) of the Exchange Securities to be issued in the Exchange Offer and Offer, (C) it is acquiring the New Notes Exchange Securities in its ordinary course of businessbusiness and (D) it shall have made such other representations as may be reasonably necessary under applicable Commission rules, regulations or interpretations to render the use of Form S-4 or other appropriate form under the Securities Act available or for the Exchange Offer Registration Statement to be declared effective. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission's ’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of New Notes Exchange Securities obtained by such Holder in exchange for Senior Notes Initial Securities acquired by such Holder directly from the Company or an affiliate thereofCompany.
Appears in 1 contract
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantor shall (x) comply with all applicable provisions of Section 6(c) hereofbelow, shall (y) use their respective best all commercially reasonable efforts to effect such exchange and to permit the sale resale of Exchange Notes by Broker-Dealers that tendered in the Exchange Offer Initial Notes that such Broker-Dealer Transfer Restricted Securities acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Notes acquired directly from the Company or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and shall (z) comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been published announced a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of counsel to the Company there is raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantor hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantor to Consummate an Exchange Offer for such Senior NotesTransfer Restricted Securities. The Company and the Guarantor hereby agree agrees to pursue the issuance of such a decision to the Commission staff levellevel but shall not be required to take action not commercially reasonable to affect a change of Commission policy. In connection with the foregoing, the Company and the Guarantor hereby agree agrees to take all such other actions as are may be requested by the Commission or otherwise required in connection with the issuance of such decision, including, including without limitation, limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorablefavorable and which need not be a written resolution) by the Commission staff of such submissionstaff.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this AgreementOffer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantor (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate Affiliate of the Company, or, if it is an Affiliate of the Company, that such Holder will comply with the registration and prospectus delivery requirements of the Act to the extent applicable, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the New Exchange Notes to be issued in the Exchange Offer and Offer, (C) it is acquiring the New Exchange Notes in its ordinary course of business. Each business and (D) only if such Holder hereby acknowledges and agrees that any is a Broker-Dealer and that will receive Exchange Notes in exchange for Initial Notes that such Broker-Dealer acquired for its own private account as a result of market making or other trading activities, it will deliver a Prospectus, as required by law, in connection with any sale of such Exchange Notes. As a condition to its participation in the Exchange Offer each Holder using the Exchange Offer to participate in a distribution of the securities to be Exchange Notes shall acknowledge and agree that, if the resales are of Exchange Notes obtained by such Holder in exchange for Initial Notes acquired in directly from the Exchange Offer Company or an Affiliate thereof, it (1) could not not, under Commission policy as in effect on the date of this Agreement Agreement, rely on the position of the Commission enunciated in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission's ’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K if K.
(iii) Prior to effectiveness of the resales are of New Notes obtained by such Holder in exchange for Senior Notes acquired by such Holder directly from Exchange Offer Registration Statement, the Company shall provide a supplemental letter to the Commission (A) stating that the Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that the Company has not entered into any arrangement or an affiliate thereofunderstanding with any Person to distribute the Exchange Notes to be received in the Exchange Offer and that, to the best of the Company’s information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Notes received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above, if applicable.
Appears in 1 contract
Sources: Registration Rights Agreement (PNK Entertainment, Inc.)
Exchange Offer Registration Statement. In connection with the each Exchange Offer, the Company and the Guarantor shall comply with all applicable of the provisions of Section 6(c) hereofbelow, shall use their respective best efforts every reasonable effort to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company there is a substantial question as to whether the any Exchange Offer is permitted by applicable federal law, the Company and the Guarantor hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantor to Consummate an Exchange Offer for such Senior Initial Notes. The Company and the Guarantor hereby agree agrees to pursue the issuance of such a decision to the Commission staff levellevel but shall not be required to take commercially unreasonable action to effect a change of Commission policy. In connection with the foregoing, the Company and the Guarantor hereby agree to take all such other actions as are requested by the Commission or otherwise required in connection with the issuance of such decision, includingthe Company hereby agrees, without limitationhowever, to (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing pursue a favorable resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the Company, prior to the Consummation of the applicable Exchange Offer, a written representation to the Company and the Guarantor (which may be contained in the letter of transmittal contemplated by the related Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate Affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the New applicable series of Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the New Exchange Notes of the applicable series in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission's ’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of New Exchange Notes obtained by such Holder in exchange for Senior Initial Notes acquired by such Holder directly from the Company or an affiliate Affiliate thereof.
Appears in 1 contract
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantor shall comply with all applicable provisions of Section 6(c) hereofbelow, shall use their respective its best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantor hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantor to Consummate an Exchange Offer for such Senior Series A Notes. The Company and the Guarantor hereby agree agrees to pursue the issuance of such a decision to the Commission staff level, but is not required to take a commercially unreasonable action to effect a change of Commission policy. In connection with the foregoing, the Company and the Guarantor hereby agree agrees to take all such other actions as are requested by the Commission or otherwise required in connection with the issuance of such decision, including, including without limitation, limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantor (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person Person to participate in, a distribution of the New Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the New Series B Notes in its ordinary course of business. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Morg▇▇ ▇▇▇n▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in as
(iii) Prior to effectiveness of the Commission's Exchange Offer Registration Statement, the Company shall provide a supplemental letter to Shearman & Sterling dated July 2the Commission (A) stating that the Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 19931988), and similar no-action letters Morg▇▇ ▇▇▇n▇▇▇ ▇▇▇ Co., Inc. (includingavailable June 5, 1991) and, if applicable, any no-action letter obtained pursuant to clause (i) above), (B) including a representation that the Company has not entered into any arrangement or understanding with any Person to distribute the Series B Notes to be received in the Exchange Offer and that, to the best of the Company's information and belief, each Holder participating in the Exchange Offer is acquiring the Series B Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Series B Notes received in the Exchange Offer and (2C) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information including any other undertaking or representation required by Item 507 or 508, the Commission as applicable, of Regulation Sset forth in any no-K if the resales are of New Notes action letter obtained by such Holder in exchange for Senior Notes acquired by such Holder directly from the Company or an affiliate thereofpursuant to clause (i) above.
Appears in 1 contract
Sources: Registration Rights Agreement (Orbital Imaging Corp)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantor shall comply with all applicable provisions of Section 6(c) hereofbelow, shall use their respective its reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantor hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantor to Consummate an Exchange Offer for such Senior Series A Notes. The Company and the Guarantor hereby agree agrees to pursue the issuance of such a decision to the Commission staff level, but shall not be required to take commercially unreasonable action to effect a change of Commission policy. In connection with the foregoing, the Company and the Guarantor hereby agree agrees to take all such other actions as are requested by the Commission or otherwise required in connection with the issuance of such decision, including, including without limitation, limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantor (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the New Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the New Series B Notes in its ordinary course of business. Each Holder hereby acknowledges and agrees The Exchange Offer Registration Statement shall disclose that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could may not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in M▇▇▇▇▇ S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co.AND CO., Inc. INC. (available June 5, 1991) and Exxon Capital Holdings Corporation EXXON CAPITAL HOLDINGS CORPORATION (available May 13, 1988), as interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of New Series B Notes obtained by such Holder in exchange for Senior Series A Notes acquired by such Holder directly from the Company or an affiliate thereof.
(iii) If the Commission requests, prior to effectiveness of the Exchange Offer Registration Statement, the Company shall provide a supplemental letter to the Commission (A) stating that the Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in EXXON CAPITAL HOLDINGS CORPORATION (available May 13, 1988), M▇▇▇▇▇ S▇▇▇▇▇▇ AND CO., INC. (available June 5, 1991) and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that the Company has not entered into any arrangement or understanding with any Person to distribute the Series B Notes to be received in the Exchange Offer and that, to the best of the Company's information and belief, each Holder participating in the Exchange Offer is acquiring the Series B Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Series B Notes received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above.
Appears in 1 contract
Sources: Registration Rights Agreement (French Fragrances Inc)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantor shall comply with all applicable provisions of Section 6(c) hereofbelow, shall use their respective its reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been published a change in Commission applicable law or SEC policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of U.S. counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable U.S. federal lawlaw or SEC rule, regulation or policy, the Company and the Guarantor hereby agree agrees to seek a no-action letter or other favorable decision from the Commission SEC allowing the Company and the Guarantor to Consummate an Exchange Offer for such Senior Original Notes. The Company and the Guarantor hereby agree agrees to pursue the issuance of such a decision to the Commission SEC staff level. In connection with the foregoing, the Company and the Guarantor hereby agree agrees to take all such other actions as are requested by the Commission SEC or otherwise required in connection with the issuance of such decision, including, without limitation, including (A) participating in telephonic conferences with the CommissionSEC, (B) delivering to the Commission SEC staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission SEC staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Registrable Securities shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantor (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate Affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the New Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the New Exchange Notes in its ordinary course of business. Each As a condition to participating in the Exchange Offer, each Holder hereby acknowledges shall also acknowledge and agrees agree, upon the request of the Company, (x) that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission SEC policy as in effect on the date of this Agreement rely on the position of the Commission SEC enunciated in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission's SEC’s letter to Shearman & Sterling dated July 2, 1993, 1993 and similar no-action letters (includingincluding ▇▇▇▇▇ & ▇▇▇▇ LLP (available February 7, 1997)), and, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and (y) that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K or any other information required by the Securities Act or applicable State securities laws if the resales are of New Exchange Notes obtained by such Holder in exchange for Senior Original Notes acquired by such Holder directly from the Company or an affiliate Affiliate thereof.
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company shall provide a supplemental letter to the SEC (A) stating that the Company is registering the Exchange Offer in reliance on the position of the SEC enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991), ▇▇▇▇▇ & Wood LLP (available February 7, 1997) and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that the Company has not entered into any arrangement or understanding with any Person to distribute the Exchange Notes to be received in the Exchange Offer and that, to the best of the Company’s information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Notes received in the Exchange Offer and (C) including any other undertaking or representation required by the SEC as set forth in any no-action letter obtained pursuant to clause (i) above.
Appears in 1 contract
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantor shall comply with all applicable provisions of Section 6(c) hereofbelow, shall use their respective its best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantor hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantor to Consummate an Exchange Offer for such Senior the Notes. The Company and the Guarantor hereby agree agrees to pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Company and the Guarantor hereby agree agrees to take all such other actions as are requested by the Commission or otherwise required in connection with the issuance of such decision, including, including without limitation, limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantor (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the New Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the New Exchange Notes in its ordinary course of business. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K B or S-K, as applicable, if the resales are of New Exchange Notes obtained by such Holder in exchange for Senior Notes acquired by such Holder directly from the Company.
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company shall provide a supplemental letter to the Commission (A) stating that the Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that the Company has not entered into any arrangement or an affiliate thereofunderstanding with any Person to distribute the Exchange Notes to be received in the Exchange Offer and that, to the best of the Company's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Notes received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above.
Appears in 1 contract
Sources: Registration Rights Agreement (Bell Technology Group LTD)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantor Guarantors shall comply with all applicable provisions of Section 6(c(x) hereof, shall use their respective best efforts to effect such exchange and to permit the sale resale of Series B Notes by Broker-Dealers that tendered in the Exchange Offer Series A Notes that such Broker-Dealer Transfer Restricted Securities acquired for its own account as a result of its market making activities or other trading activities (other than Series A Notes acquired directly from the Company or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and shall (y) comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been published announced a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of counsel to the Company there is raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantor Guarantors hereby agree to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantor Guarantors to Consummate an Exchange Offer for such Senior NotesTransfer Restricted Securities. The Company and the Guarantor Guarantors hereby agree to pursue the issuance of such a decision to the Commission staff levellevel but shall not be required to take commercially unreasonable action to effect a change of Commission policy. In connection with the foregoing, the Company and the Guarantor Guarantors hereby agree to take all such other reasonable actions as are may be requested by the Commission or otherwise required in connection with the issuance of such decision, including, including without limitation, limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff of such submissionstaff.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this AgreementOffer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker Dealer) shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantor Guarantors (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate Affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the New Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the New Series B Notes in its ordinary course of business. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such As a condition to its participation in the Exchange Offer, each Holder using the Exchange Offer to participate in a distribution of the securities to be Series B Notes shall acknowledge and agree that, if the resales are of Series B Notes obtained by such Holder in exchange for Series A Notes acquired in directly from the Exchange Offer Company or an Affiliate thereof, it (1) could not not, under Commission policy as in effect on the date of this Agreement Agreement, rely on the position of the Commission enunciated in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co.AND CO., Inc. INC. (available June 5, 1991) and Exxon Capital Holdings Corporation EXXON CAPITAL HOLDINGS CORPORATION (available May 13, 1988), as interpreted in the Commission's letter to Shearman SHEARMAN & Sterling STERLING dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item Items 507 or 508, as applicable, of Regulation S-K if K.
(iii) Prior to effectiveness of the resales are of New Notes obtained by such Holder in exchange for Senior Notes acquired by such Holder directly from Exchange Offer Registration Statement, the Company and the Guarantors shall, if requested by the staff of the Commission, provide a supplemental letter to the Commission (A) stating that the Company and the Guarantors are registering the Exchange Offer in reliance on the position of the Commission enunciated in EXXON CAPITAL HOLDINGS CORPORATION (available May 13, 1988), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ AND CO., INC. (available June 5, 1991) as interpreted in the Commission's letter to SHEARMAN & STERLING dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that neither the Company nor any Guarantor has entered into any arrangement or an affiliate thereofunderstanding with any Person to distribute the Series B Notes to be received in the Exchange Offer and that, to the best of the Company's and each Guarantor's information and belief, each Holder participating in the Exchange Offer is acquiring the Series B Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Series B Notes received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above, if applicable.
(iv) to cause the Indenture to be qualified under the TIA not later than the effective date of the Registration Statement and in connection therewith, cooperate with the Trustee and the Holders to effect such changes to the Indenture as may be required for such Indenture to be qualified in accordance with the terms of the TIA; and execute and use their respective best efforts to cause the Trustee to execute, all documents that may be required to effect such changes and all other forms and documents required to be filed with the Commission to enable such Indenture to be so qualified in a timely manner.
Appears in 1 contract
Sources: Registration Rights Agreement (Allied Waste Industries Inc)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantor shall comply with all applicable of the provisions of Section 6(c) hereof, shall use their respective best commercially reasonable efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, each of the Company and the Guarantor Guarantors hereby agree agrees to use its commercially reasonable efforts to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantor Guarantors to Consummate an Exchange Offer for such Senior NotesInitial Securities. The Each of the Company and the Guarantor Guarantors hereby agree agrees to pursue the issuance of such a decision to the Commission staff levellevel but shall not be required to take commercially unreasonable action to effect a change of Commission policy. In connection with the foregoing, Each of the Company and the Guarantor Guarantors hereby agree agrees, however, to take all such other actions as are requested by the Commission or otherwise required in connection with the issuance of such decision, including, without limitation, (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing pursue a resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantor (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate Affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person Person to participate in, a distribution (within the meaning of the New Notes Securities Act) of the Exchange Securities to be issued in the Exchange Offer and Offer, (C) it is acquiring the New Notes Exchange Securities in its ordinary course of business, (D) if such Holder is a Broker-Dealer, such Holder acquired the Transfer Restricted Securities as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act and the applicable no-action positions of the Commission with respect to any resale of any Exchange Securities, and (E) such Holder has full corporate (or similar) power and authority to transfer the Transfer Restricted Securities in exchange for the Exchange Securities. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s preparations for the Exchange Offer. Each Holder hereby acknowledges will be required to acknowledge and agrees agree that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission's ’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, which may include any no-action letter obtained pursuant to clause (iii) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of New Notes Exchange Securities obtained by such Holder in exchange for Senior Notes Initial Securities acquired by such Holder directly from the Company or an affiliate thereofCompany.
Appears in 1 contract
Exchange Offer Registration Statement. In connection with the ------------------------------------- Exchange Offer, the Company Issuers and the Guarantor Guarantors shall comply with all applicable of the provisions of Section 6(c) hereofbelow, shall use their respective reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If, following due to a change in law or Commission policy after the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of counsel to the Company Issuers there is a substantial question as to whether the Exchange Offer is permitted by applicable federal lawlaw or Commission policy, the Company and the Guarantor Issuers hereby agree to seek a no-no- action letter or other favorable decision from the Commission allowing the Company Issuers and the Guarantor Guarantors to Consummate an Exchange Offer for such Senior Old Notes. The Company and the Guarantor Issuers hereby agree agrees to pursue the issuance of such a no-action letter or favorable decision to the Commission staff level. In connection with the foregoing, the Company and the Guarantor hereby agree level but shall not be required to take all such other actions as are requested by the commercially unreasonable action to effect a change of Commission or otherwise required in connection with the issuance of such decisionpolicy. The Issuers hereby agree, includinghowever, without limitation, to (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the Company Issuers setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing pursue a resolution (which need not be favorable) by the Commission staff of such submission. The Dealer Manager shall be given prior notice of any action taken by the Issuers under this clause (i).
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the CompanyIssuers, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantor Issuers (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the CompanyIssuers or any of the Guarantors, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the New Notes to be issued in the Exchange Offer and (C) it is acquiring the New Notes in its ordinary course of business. Each Holder hereby acknowledges In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers' preparations for the Exchange Offer.
(iii) The Issuers, the Guarantors and agrees the Dealer Manager acknowledge that the staff of the Commission has taken the position that any Brokerbroker-Dealer and any dealer that owns New Notes that were received by such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired broker- dealer for its own account in the Exchange Offer (1a "Participating Broker- -------------------- Dealer") could not under Commission policy as in effect on may be deemed to be an "underwriter" within the date of this Agreement rely on the position meaning of the Commission enunciated in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Act ------ and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in must deliver a prospectus meeting the Commission's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of such New Notes (other than a secondary resale transaction of an unsold allotment resulting from the original offering of the Notes). The Issuers, the Guarantors and the Dealer Manager also acknowledge that such a secondary resale transaction must be covered by an effective registration statement containing it is the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K Commission staff's position that if the resales are Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the New Notes, without naming the Participating Broker-Dealers or specifying the amount of New Notes obtained owned by them, such Holder Prospectus may be delivered by Participating Broker- Dealers to satisfy their prospectus delivery obligations under the Act in exchange connection with resales of New Notes for Senior Notes acquired by such Holder directly from their own accounts, so long as the Company or an affiliate thereofProspectus otherwise meets the requirements of the Act.
Appears in 1 contract
Sources: Registration Rights Agreement (Appalachian Realty Co)
Exchange Offer Registration Statement. In connection with the ------------------------------------- Exchange Offer, the Company and the Guarantor Guarantors shall comply with all applicable of the provisions of Section 6(c) hereofbelow, shall use their respective reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If, following due to a change in law or Commission policy after the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal lawlaw or Commission policy, the Company and the Guarantor hereby agree agrees to seek a no-no- action letter or other favorable decision from the Commission allowing the Company and the Guarantor Guarantors to Consummate an Exchange Offer for such Senior Old Notes. The Company and the Guarantor hereby agree agrees to pursue the issuance of such a no- action letter or favorable decision to the Commission staff level. In connection with the foregoing, the Company and the Guarantor hereby agree level but shall not be required to take all such other actions as are requested by the commercially unreasonable action to effect a change of Commission or otherwise required in connection with the issuance of such decisionpolicy. The Company hereby agrees, includinghowever, without limitation, to (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing pursue a resolution (which need not be favorable) by the Commission staff of such submission. The Initial Purchaser shall be given prior notice of any action taken by the Company under this clause (i).
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantor (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the CompanyCompany or any of the Guarantors, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the New Notes to be issued in the Exchange Offer and (C) it is acquiring the New Notes in its ordinary course of business. Each Holder hereby acknowledges In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company's preparations for the Exchange Offer.
(iii) The Company, the Guarantors and agrees the Initial Purchaser acknowledge that the staff of the Commission has taken the position that any Brokerbroker-Dealer and any dealer that owns New Notes that were received by such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired broker- dealer for its own account in the Exchange Offer (1a "Participating Broker- -------------------- Dealer") could not under Commission policy as in effect on may be deemed to be an "underwriter" within the date of this Agreement rely on the position meaning of the Commission enunciated in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Act ------ and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in must deliver a prospectus meeting the Commission's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of such New Notes (other than a secondary resale transaction of an unsold allotment resulting from the original offering of the Notes). The Company, the Guarantors and the Initial Purchaser also acknowledge that such a secondary resale transaction must be covered by an effective registration statement containing it is the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K Commission staff's position that if the resales are Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the New Notes, without naming the Participating Broker-Dealers or specifying the amount of New Notes obtained owned by them, such Holder Prospectus may be delivered by Participating Broker-Dealers to satisfy their prospectus delivery obligations under the Act in exchange connection with resales of New Notes for Senior Notes acquired by such Holder directly from their own accounts, so long as the Company or an affiliate thereofProspectus otherwise meets the requirements of the Act.
Appears in 1 contract
Sources: Indenture (Appalachian Realty Co)
Exchange Offer Registration Statement. In connection with the Exchange Offer, if required pursuant to Section 3(a) hereof, the Company and the Guarantor Guarantors shall comply with all applicable of the provisions of Section 6(c) hereof, shall use their respective best commercially reasonable efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted the Exchange Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, each of the Company and the Guarantor Guarantors hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantor Guarantors to Consummate an Exchange Offer for such Senior NotesInitial Securities. The Each of the Company and the Guarantor Guarantors hereby agree agrees to pursue the issuance of such a decision to the Commission staff levellevel but shall not be required to take commercially unreasonable action to effect a change of Commission policy. In connection with the foregoing, Each of the Company and the Guarantor Guarantors hereby agree agrees, however, to take all such other actions as are requested by the Commission or otherwise required in connection with the issuance of such decision, including, without limitation, (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing pursue a favorable resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Guarantor (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person Person to participate in, a distribution of the New Notes Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the New Notes Exchange Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission's ’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of New Notes Exchange Securities obtained by such Holder in exchange for Senior Notes Initial Securities acquired by such Holder directly from the Company or an affiliate thereofCompany.
Appears in 1 contract
Sources: Registration Rights Agreement (Momentive Performance Materials Inc.)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantor shall comply with all applicable of the provisions of Section 6(c) hereof, shall use their respective best commercially reasonable efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, each of the Company and the Guarantor Guarantors hereby agree agrees to use its commercially reasonable efforts to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantor Guarantors to Consummate an Exchange Offer for such Senior NotesInitial Securities. The Each of the Company and the Guarantor Guarantors hereby agree agrees to pursue the issuance of such a decision to the Commission staff levellevel but shall not be required to take commercially unreasonable action to effect a change of Commission policy. In connection with the foregoing, Each of the Company and the Guarantor Guarantors hereby agree agrees, however, to take all such other actions as are requested by the Commission or otherwise required in connection with the issuance of such decision, including, without limitation, (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing pursue a resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantor (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate Affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person Person to participate in, a distribution (within the meaning of the New Notes to be issued in Securities Act) of the Exchange Offer and Securities, (C) it is acquiring the New Notes Exchange Securities in its ordinary course of business, (D) if (1) such Holder is a Broker-Dealer and (2) such Holder acquired the Transfer Restricted Securities as a result of market-making activities or other trading activities, it will comply with the applicable provisions of the Securities Act (including, without limitation, the Prospectus delivery requirements) and the applicable no-action positions of the Commission with respect to any resale of any Exchange Securities, and (E) such Holder has full corporate (or similar) power and authority to transfer the Transfer Restricted Securities in exchange for the Exchange Securities. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s preparations for the Exchange Offer. Each Holder hereby acknowledges will be required to acknowledge and agrees agree that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission's ’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of New Notes Exchange Securities obtained by such Holder in exchange for Senior Notes Initial Securities acquired by such Holder directly from the Company or an affiliate thereofCompany.
Appears in 1 contract
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantor shall comply with all applicable provisions of Section 6(c) hereofbelow, shall use their respective its reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantor hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantor to Consummate an Exchange Offer for such Senior Series C Notes. The Company and the Guarantor hereby agree agrees to pursue the issuance of such a decision to the Commission staff level, but shall not be required to take commercially unreasonable action to effect a change of Commission policy. In connection with the foregoing, the Company and the Guarantor hereby agree agrees to take all such other actions as are requested by the Commission or otherwise required in connection with the issuance of such decision, including, including without limitation, limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantor (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the New Series D Notes to be issued in the Exchange Offer and (C) it is acquiring the New Series D Notes in its ordinary course of business. Each Holder hereby acknowledges and agrees The Exchange Offer Registration Statement shall disclose that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could may not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Morgan Stanley and Co., In▇. (▇▇a▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of New Series D Notes obtained by such Holder in exchange for Senior Series C Notes acquired by such Holder directly from the Company or an affiliate thereof.
(iii) If the Commission requests, prior to effectiveness of the Exchange Offer Registration Statement, the Company shall provide a supplemental letter to the Commission (A) stating that the Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley and Co., In▇. (▇▇a▇▇▇▇▇▇ June 5, 1991) and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that the Company has not entered into any arrangement or understanding with any Person to distribute the Series D Notes to be received in the Exchange Offer and that, to the best of the Company's information and belief, each Holder participating in the Exchange Offer is acquiring the Series D Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Series D Notes received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above.
Appears in 1 contract
Sources: Registration Rights Agreement (French Fragrances Inc)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantor shall comply with all applicable provisions of Section 6(c) hereofbelow, shall use their respective its best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantor hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantor to Consummate an Exchange Offer for such Senior Series A Notes. The Company and the Guarantor hereby agree agrees to pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Company and the Guarantor hereby agree agrees to take all such other actions as are reasonably requested by the Commission or otherwise required in connection with the issuance of such decision, including, including without limitation, limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantor (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the New Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the New Series B Notes in its ordinary course of business. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Morg▇▇ ▇▇▇n▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of New Series B Notes obtained by such Holder in exchange for Senior Series A Notes acquired by such Holder directly from the Company or an affiliate thereof.
Appears in 1 contract
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantor shall comply with all applicable of the provisions of Section 6(c) hereofbelow, shall use their respective its reasonable best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantor hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantor to Consummate an Exchange Offer for such Senior Initial Notes. The Company and the Guarantor hereby agree agrees to pursue the issuance of such a decision to the Commission staff level. In connection with the foregoingdecision, the Company and the Guarantor hereby agree but shall not be required to take all such other actions as are requested by the unreasonable action to effect a change of Commission or otherwise required in connection with the issuance of such decisionpolicy. The Company hereby agrees, includinghowever, without limitation, to (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the staff of the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing pursue a favorable resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Guarantor (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the New Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the New Exchange Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission's ’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of New Exchange Notes obtained by such Holder in exchange for Senior Initial Notes acquired by such Holder directly from the Company or an affiliate thereofCompany.
Appears in 1 contract
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantor shall comply with all applicable provisions of Section 6(c) hereof, shall use their respective best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of counsel to the Company If there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantor hereby agree agrees to seek oral interpretive advice, a no-action letter or other favorable decision interpretive advice from the Commission staff allowing the Company and the Guarantor to Consummate an Exchange Offer for such Senior Notes. The Company Notes and the Guarantor hereby agree to pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Company and the Guarantor hereby agree to take all such other actions as are requested by the Commission or otherwise required in connection with the issuance of such decision, including, without limitation, foregoing (A) participating to participate in telephonic conferences with the CommissionCommission staff, (B) delivering to deliver to the Commission staff an analysis prepared by counsel to the Company setting forth the legal basesbasis, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) to pursue diligently pursuing a resolution by the Commission staff of such submission (which need not be favorable) by ); provided, however, that the Company may alternatively determine to file a Note Shelf Registration Statement and provided, further, that the Company agrees to pursue the issuance of a decision to the Commission staff of such submissionlevel, but shall not be required to take commercially unreasonable action in connection therewith.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities Notes shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantor (which may be contained in the letter of transmittal contemplated by furnished in connection with the Exchange Offer Registration StatementOffer) to the effect that such Holder (A) it is not an affiliate of the CompanyCompany (or that if it is such an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable), (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the New Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the New Exchange Notes in its ordinary course of business. Each The Company shall ensure that each Holder hereby and Broker-Dealer acknowledges and agrees that any such Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of New Exchange Notes obtained by such Holder in exchange substitution for Senior Notes acquired by such Holder directly from the Company.
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company shall provide a supplemental letter to the Commission (A) stating that the Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) representing that the Company has not entered into any arrangement or an affiliate thereofunderstanding with any Person to distribute the Exchange Notes to be received in the Exchange Offer and that, to the best of the Company's information and belief (if in fact the following statement is to the Company's knowledge true and correct), each Holder participating in the Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Notes received in the Exchange Offer and (C) including any other undertaking or representation reasonably required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above.
Appears in 1 contract
Sources: Registration Rights Agreement (Usn Communications Inc)
Exchange Offer Registration Statement. In ------------------------------------- connection with the Exchange Offer, the Company and the Guarantor Guarantors shall comply with all applicable provisions of Section 6(c) hereofbelow, shall use their respective best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantor Guarantors hereby agree to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantor Guarantors to Consummate an Exchange Offer for such Senior Series A Notes. The Company and the Guarantor Guarantors hereby agree to pursue the issuance of such a decision to the Commission staff level, but shall not be required to take action to effect a change of stated or recognized Commission policy. In connection with the foregoing, the Company and the Guarantor Guarantors hereby agree to take all such other actions as are requested by the Commission or otherwise required in connection with the issuance of such decision, including, without limitation, (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing pursue a resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantor Guarantors (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate (as defined in Rule 405 of the Act) of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the New Series A Notes to be issued in the Exchange Offer and Offer, (C) it is acquiring the New Series B Notes in its ordinary course of businessbusiness and (D) if such Holder is a broker-dealer, that it will receive Series B Notes for its own account in exchange for Series A Notes that were acquired as a result of market-making activities or other trading activities and that it will deliver a prospectus in connection with any resale of such Series B Notes. Each Holder shall be required to make such other representations as may be reasonably necessary under applicable Commission rules, regulations or interpretations to render the use of Form S-4 or another appropriate form under the Securities Act available and will be required to agree to comply with their agreements and covenants set forth in this Agreement. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. ---------------------------- (available June 5, 1991) and Exxon Capital Holdings ----------------------- Corporation (available May 13, 1988), as interpreted in the ----------- Commission's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of New Series B Notes obtained by such Holder in exchange for Senior Series A Notes acquired by such Holder directly from the Company or an affiliate thereof.
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors shall, if requested by the Commission, provide a supplemental letter to the Commission (A) stating that the Company and the Guarantors are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital -------------- Holdings Corporation (available May 13, 1988), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ -------------------- --------------- and Co., Inc. (available June 5, 1991) and, if applicable, any ------------- no-action letter obtained pursuant to clause (i) above, (B) including a representation that neither the Company nor any Guarantor has entered into any arrangement or understanding with any Person to distribute the Series B Notes to be received in the Exchange Offer and that, to the best of the Company's and each Guarantor's information and belief, each Holder participating in the Exchange Offer is acquiring the Series B Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Series B Notes received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above.
Appears in 1 contract
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantor shall comply with all applicable provisions of Section 6(c) hereofbelow, shall use their respective its best efforts to effect such exchange and to permit the sale resale of Series B Notes by Restricted Broker-Dealers that tendered in the Exchange Offer Series A Notes that such Restricted Broker-Dealer Transfer Restricted Securities acquired for its own account as a result of its market making activities or other trading activities (other than Series A Notes acquired directly from the Company or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been published announced a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantor hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantor to Consummate an Exchange Offer for such Senior NotesTransfer Restricted Securities. The Company and the Guarantor hereby agree agrees to pursue the issuance of such a decision to the Commission staff levellevel but shall not be required to take commercially unreasonable action to effect a change of Commission Policy. In connection with the foregoing, the Company and the Guarantor hereby agree agrees to take all such other actions as are requested by the Commission or otherwise required in connection with the issuance of such decision, including, without limitation, (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing pursue a resolution (which need not be favorable) by the Commission staff of such submissionstaff.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantor (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the New Notes to be issued in the Exchange Offer and (C) it is acquiring the New Notes in its ordinary course of business. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of New Notes obtained by such Holder in exchange for Senior Notes acquired by such Holder directly from the Company or an affiliate thereof.
Appears in 1 contract
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantor Guarantors shall comply with all applicable of the provisions of Section 6(c) hereofbelow, shall use their respective best commercially reasonable efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and the Company, the Guarantors and the Holders of the Notes, as applicable, shall comply with all of the following provisions:
(i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company there is a substantial serious question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantor Guarantors hereby agree to use their commercially reasonable efforts to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantor Guarantors to Consummate an Exchange Offer for such Senior Initial Notes. The Company and the Guarantor Guarantors hereby agree to use their commercially reasonable efforts to pursue the issuance of such a decision to the Commission staff level, but shall not be required to take commercially unreasonable action to effect a change of Commission policy or otherwise obtain such no-action letter or other favorable decision. In connection with the foregoing, the The Company and the Guarantor Guarantors hereby agree agree, however, to take all such other actions as are requested by the Commission or otherwise required in connection with the issuance of such decision, including, without limitation, (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the Company and the Guarantors setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing pursue a resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Guarantor Guarantors (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the CompanyCompany or the Guarantors, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person Person to participate in, a distribution of the New Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the New Exchange Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company's preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K of the Securities Act if the resales are of New Exchange Notes obtained by such Holder in exchange for Senior Initial Notes acquired by such Holder directly from the Company or an affiliate thereofCompany.
Appears in 1 contract
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantor shall comply with all applicable provisions of Section 6(c) hereofbelow, shall use their respective its best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantor hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantor to Consummate an Exchange Offer for such Senior Notes. The Company and the Guarantor hereby agree agrees to pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Company and the Guarantor hereby agree agrees to take all such other actions as are requested by the Commission or otherwise required in connection with the issuance of such decision, including, including without limitation, limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantor (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the New Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the New Exchange Notes in its ordinary course of business. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Morg▇▇ ▇▇▇n▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of New Exchange Notes obtained by such Holder in exchange for Senior Notes acquired by such Holder directly from the Company or an affiliate thereofCompany.
Appears in 1 contract
Sources: Registration Rights Agreement (MGC Communications Inc)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantor shall comply with all applicable provisions of Section 6(c) hereofbelow, shall use their respective its best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantor hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantor to Consummate an Exchange Offer for such Senior Notes. The Company and the Guarantor hereby agree agrees to pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Company and the Guarantor hereby agree agrees to take all such other actions as are requested by the Commission or otherwise required in connection with the issuance of such decision, including, including without limitation, limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantor (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the New Senior Notes to be issued in the Exchange Offer and (C) it is acquiring the New Senior Notes in its ordinary course of business. Each Holder hereby acknowledges and agrees that any Broker-Broker- Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in ▇▇▇▇▇▇ ------ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings -------------------- ---------------------- Corporation (available May 13, 1988), as interpreted in the Commission's ----------- letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i1) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of New Senior Notes obtained by such Holder in exchange for Senior Notes acquired by such Holder directly from the Company.
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company shall provide a supplemental letter to the Commission (A) stating that the Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings ---------------------- Corporation (available May 13, 1988), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. ----------- ---------------------------- (available June 5, 1991) and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that the Company has not entered into any arrangement or an affiliate thereofunderstanding with any Person to distribute the New Senior Notes to be received in the Exchange Offer and that, to the best of the Company's information and belief, each Holder participating in the Exchange Offer is acquiring the New Senior Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Senior Notes received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above.
Appears in 1 contract
Sources: Registration Rights Agreement (Intermedia Communications Inc)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantor shall comply with all applicable provisions of Section 6(c4(c) hereofbelow, shall use their respective its best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been published published, or otherwise communicated by the staff of the Commission (the "Staff") a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantor hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantor to Consummate an Exchange Offer for such Senior NotesInitial Certificates. The Company and the Guarantor hereby agree agrees to pursue the issuance of such a decision to by the Commission staff levelStaff. In connection with the foregoing, the Company and the Guarantor hereby agree agrees to take all such other actions as are reasonably requested by the Commission Staff or otherwise reasonably required in connection with the issuance of such decision, including, including without limitation, limitation (A) participating in telephonic conferences with the CommissionStaff, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a favorable resolution (which need not be favorableif possible) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantor (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate Affiliate of the CompanyCompany or BNSF, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the New Notes Exchange Certificates to be issued in the Exchange Offer and (C) it is acquiring the New Notes Exchange Certificates in its ordinary course of business. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the staff of the Commission enunciated in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) (the "▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Letter") and Exxon Capital Holdings Corporation (available May 13, 1988) (the "Exxon Capital Letter"), as interpreted in the CommissionCommission staff's letter to Shearman ▇▇▇▇▇▇▇▇ & Sterling ▇▇▇▇▇▇▇▇ dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of New Notes Exchange Certificates obtained by such Holder in exchange for Senior Notes Initial Certificates acquired by such Holder directly from any of the Company or an affiliate Affiliate thereof.
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company shall provide a supplemental letter to the Commission (A) stating that the Company is registering the Exchange Offer in reliance on the position of the staff of the Commission enunciated in the Exxon Capital Letter, the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Letter and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that the Company has not entered into any arrangement or understanding with any Person to distribute the Exchange Certificates to be received in the Exchange Offer and that, to the best of the Company's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Certificates in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Certificates received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above.
Appears in 1 contract
Sources: Registration Rights Agreement (Receipts on Corporate Securities Trust Series BNSF 1998-1)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantor shall comply with all applicable provisions of Section 6(c) hereofbelow, shall use their respective its best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantor hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantor to Consummate an Exchange Offer for such Senior Notes. The Company and the Guarantor hereby agree agrees to pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Company and the Guarantor hereby agree agrees to take all such other actions as are requested by the Commission or otherwise required in connection with the issuance of such decision, including, including without limitation, limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantor (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the New Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the New Exchange Notes in its ordinary course of business. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings E▇▇▇▇ ▇a▇▇▇▇▇ ▇oldings Corporation (available May 13, 1988), as interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of New Exchange Notes obtained by such Holder in exchange for Senior Notes acquired by such Holder directly from the Company or an affiliate thereof.
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company shall provide a supplemental letter to the Commission (A) stating that the Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley and Co., Inc. (available June 5, 1991) as in▇▇▇▇▇▇ted in the Commission's letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that the Company has not entered into any arrangement or understanding with any Person to distribute the Exchange Notes to be received in the Exchange Offer and that, to the best of the Company's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Notes received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above.
Appears in 1 contract
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantor shall comply with all applicable of the provisions of Section 6(c) hereofbelow, shall use their respective its reasonable best efforts to effect such exchange and Exchange Offer to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions, other than paragraph (ii) of this Section 6(a), which condition shall be performed only by the Holders:
(i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of counsel to the Company Company, there is a substantial question as to whether the Exchange Offer is permitted by applicable federal lawlaw or Commission policy or action, the Company and the Guarantor hereby agree agrees to seek a "no-action letter letter" or other favorable decision from the Commission allowing the Company and the Guarantor to Consummate an Exchange Offer for such Senior Notes. The Company and the Guarantor hereby agree agrees to pursue the issuance of such a letter or decision to the Commission staff level. In connection with the foregoing, the Company and the Guarantor hereby agree level but shall not be required to take all such other actions as are requested by the commercially unreasonable action to effect a change of Commission or otherwise required in connection with the issuance of such decisionpolicy. The Company hereby agrees, includinghowever, without limitation, to (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing pursue a resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Guarantor (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it such Holder is not an affiliate "Affiliate" of the CompanyCompany (as "Affiliate" is defined in the Indenture), (B) it such Holder is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person Person to participate in, a distribution of the New Exchange Notes to be issued in the Exchange Offer and (C) it such Holder is acquiring the New Exchange Notes in its ordinary course of business. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer Notes (1) could not not, under Commission policy or action as in effect on the date of this Agreement Agreement, rely on the position of the Commission enunciated in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993, and similar "no-action letters letters" (includingincluding ▇▇▇▇▇ & ▇▇▇▇ LLP (available February 7, if applicable1997), and any "no-action letter letter" obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must should be covered by an effective registration statement containing the selling security holder information required by Item Items 507 or 508, as applicable, of Regulation S-K if the resales are of New Exchange Notes obtained by such Holder in exchange for Senior Notes Transfer Restricted Securities acquired by such Holder directly from the Company.
(iii) Prior to the effectiveness of the Exchange Offer Registration Statement, the Company shall provide a supplemental letter to the Commission (A) stating that the Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991), ▇▇▇▇▇ & Wood LLP (available February 7, 1997) and, if applicable, any "no-action letter" obtained pursuant to clause (i) above and (B) including a representation that the Company has not entered into any arrangement or an affiliate thereofunderstanding with any Person to distribute the Exchange Notes to be received in the Exchange Offer and that, to the best of the Company's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Notes received in the Exchange Offer.
Appears in 1 contract
Sources: Registration Rights Agreement (Startec Global Communications Corp)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantor Guarantors shall (x) comply with all applicable provisions of Section 6(c) hereof, shall (y) use their respective reasonable best efforts to effect such exchange and to permit the sale resale of Series B Notes by Broker-Dealers that tendered in the Exchange Offer Series A Notes that such Broker-Dealer Transfer Restricted Securities acquired for its own account as a result of its market-making activities or other trading activities (other than Series A Notes acquired directly from the Company or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and shall (z) comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been published announced a change in Commission policy with respect to exchange offers offers, such as the Exchange Offer, such that that, in the reasonable opinion of counsel to the Company there is Company, raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantor Guarantors hereby agree to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantor Guarantors to Consummate an Exchange Offer for such Senior NotesTransfer Restricted Securities. The Company and the Guarantor Guarantors hereby agree to pursue use their respective reasonable best efforts in pursuing the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Company and the Guarantor hereby agree to take all such other actions as are requested by the Commission or otherwise required in connection with the issuance of such decision, including, without limitation, (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this AgreementOffer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantor Guarantors (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that that, at the time of Consummation of the Exchange Offer, (A) it is not an affiliate any Series B Notes received by such Holder will be acquired in the ordinary course of the Companyits business, (B) it is not engaged in, and does not intend to engage in, and has such Holder will have no arrangement or understanding with any person to participate in, a in the distribution of the New Series A Notes to be issued in or the Exchange Offer and Series B Notes within the meaning of the Act, (C) it if the Holder is acquiring the New Notes in its ordinary course of business. Each Holder hereby acknowledges and agrees that any not a Broker-Dealer and or is a Broker-Dealer but will not receive Series B Notes for its own account in exchange for Series A Notes, neither the Holder nor any such Holder using the Exchange Offer other Person is engaged in or intends to participate in a distribution of the securities Series B Notes, and (D) that such Holder is not an Affiliate of the Company. If the Holder is a Broker-Dealer that will receive Series B Notes for its own account in exchange for Series A Notes, it will represent that the Notes to be exchanged for the Series B Notes were acquired by it as a result of its market-making activities or other trading activities, and will acknowledge that it will deliver a prospectus meeting the requirements of the Act in connection with any resale of such Series B Notes. It is understood that, by acknowledging that it will deliver, and by delivering, a prospectus meeting the requirements of the Act in connection with any resale of such Series B Notes, the Holder is not admitting that it is an "underwriter" within the meaning of the Act.
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors shall provide a supplemental letter to the Commission (1A) could not under Commission policy as stating that the Company and the Guarantors are registering the Exchange Offer in effect on the date of this Agreement rely reliance on the position of the Commission enunciated in EXXON CAPITAL HOLDINGS CORPORATION (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co.AND CO., Inc. INC. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission's letter to Shearman SHEARMAN & Sterling STERLING dated July 2, 1993, and similar no-action letters (includingand, if applicable, any no-action letter obtained pursuant to clause (i) above), (B) including a representation that neither the Company nor any Guarantor has entered into any arrangement or understanding with any Person to distribute the Series B Notes to be received in the Exchange Offer and that, to the best of the Company's and each Guarantors' information and belief, each Holder participating in the Exchange Offer is acquiring the Series B Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Series B Notes received in the Exchange Offer and (2C) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information any other undertaking or representation required by Item 507 or 508the Commission as set forth in any no-action letter obtained pursuant to clause (i) above, as if applicable, of Regulation S-K if the resales are of New Notes obtained by such Holder in exchange for Senior Notes acquired by such Holder directly from the Company or an affiliate thereof.
Appears in 1 contract
Sources: Registration Rights Agreement (Applied Business Telecommunications)
Exchange Offer Registration Statement. In connection with the ------------------------------------- Exchange Offer, the Company and the Guarantor shall comply with all applicable of the provisions of Section 6(c) hereofbelow, shall use their respective its best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities Notes being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantor hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantor to Consummate an Exchange Offer for such Senior Series A Notes. The Company and the Guarantor hereby agree agrees to pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Company and the Guarantor hereby agree level but shall not be required to take all such other actions as are requested by the commercially unreasonable action to effect a change of Commission or otherwise required in connection with the issuance of such decisionpolicy. The Company hereby agrees, includinghowever, without limitation, to (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing pursue a resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities Notes shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Guarantor (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company, ; (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution (within the meaning of the New Act) of the Series B Notes to be issued in the Exchange Offer and Offer; (C) it is acquiring the New Series B Notes in its ordinary course of business; (D) it is not a broker-dealer tendering Notes acquired directly from the Company or if it is such a broker-dealer, it will comply with the registration and prospectus delivery requirements of the Act to the extent applicable; and (E) it is not acting on behalf of any person who could not truthfully make the foregoing representations. In addition, all such Holders of Transfer Restricted Notes shall otherwise cooperate in the Company's preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) and --------------------------- Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted ---------------------------------- in the Commission's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, including any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of New Series B Notes obtained by such Holder in exchange for Senior Series A Notes acquired by such Holder directly from the Company.
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company shall provide a supplemental letter to the Commission (A) stating that the Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital ------------- Holdings Corporation (available May 13, 1988), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. -------------------- ---------------------------- (available June 5, 1991) and, if applicable, any no-action letter obtained pursuant to clause (i) above and (B) including a representation that the Company has not entered into any arrangement or an affiliate thereofunderstanding with any Person to distribute the Series B Notes to be received in the Exchange Offer and that, to the best of the Company's information and belief, each Holder participating in the Exchange Offer is acquiring the Series B Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Series B Notes received in the Exchange Offer.
Appears in 1 contract
Sources: Registration Rights Agreement (Allbritton Communications Co)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantor shall comply with all applicable provisions of Section 6(c) hereofbelow, shall use their respective best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities Notes being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal lawlaw or Commission policy, the Company and the Guarantor hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantor to Consummate an Exchange Offer for such Senior Series A Notes. The Company and the Guarantor hereby agree agrees to pursue the issuance of such a decision to the Commission staff levellevel but shall not be required to take commercially unreasonable action to effect a change of Commission policy. In connection with the foregoing, the Company and the Guarantor hereby agree agrees, however, to take all such other actions as are requested by the Commission or otherwise required in connection with the issuance of such decision, including, including without limitation, limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities Notes shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantor (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the New Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the New Series B Notes in its ordinary course of business. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of New Series B Notes obtained by such Holder in exchange for Senior Series A Notes acquired by such Holder directly from the Company or an affiliate thereof.
(iii) To the extent required by the Commission, prior to effectiveness of the Exchange Offer Registration Statement, the Company shall provide a supplemental letter to the Commission (A) stating that the Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that the Company has not entered into any arrangement or understanding with any Person to distribute the Series B Notes to be received in the Exchange Offer and that, to the best of the Company's information and belief, each Holder participating in the Exchange Offer is acquiring the Series B Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Series B Notes received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above.
Appears in 1 contract
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and each of the Guarantor Subsidiary shall comply with all applicable of the provisions of Section 6(c) hereofbelow, shall use their respective best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantor hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantor to Consummate an Exchange Offer for such Senior Series A Notes. The Company and the Guarantor hereby agree agrees to pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Company and the Guarantor hereby agree level but shall not be required to take all such other actions as are requested by the commercially unreasonable action to effect a change of Commission or otherwise required in connection with the issuance of such decisionpolicy. The Company agrees, includinghowever, without limitation, to (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing pursue a resolution (which need not be favorable) by the Commission staff of such submission.. 8
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Guarantor (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the New Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the New Series B Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company's preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Morg▇▇▇▇ Stan▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, including any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of New Series B Notes obtained by such Holder in exchange for Senior Series A Notes acquired by such Holder directly from the Company.
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company shall provide a supplemental letter to the Commission (A) stating that the Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Morg▇▇ ▇▇▇n▇▇▇ ▇▇▇ Co., Inc. (available June 5, 1991) and, if applicable, any no-action letter obtained pursuant to clause (i) above and (B) including a representation that neither the Company nor the Subsidiaries has entered into any arrangement or an affiliate thereofunderstanding with any Person to distribute the Series B Notes to be received in the Exchange Offer and that, to the best of the Company's information and belief, each Holder participating in the Exchange Offer is acquiring the Series B Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Series B Notes received in the Exchange Offer.
Appears in 1 contract
Sources: Registration Rights Agreement (Interamericas Communications Corp)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantor Guarantors shall comply with all applicable provisions of Section 6(c) hereofbelow, shall use their respective best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantor Guarantors hereby agree to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantor Guarantors to Consummate an Exchange Offer for such Senior Series A Notes. The Company and the Guarantor Guarantors hereby agree to pursue the issuance of such a decision to the Commission staff level, but shall not be required to take action to effect a change of stated or recognized Commission policy. In connection with the foregoing, the Company and the Guarantor Guarantors hereby agree to take all such other actions as are requested by the Commission or otherwise required in connection with the issuance of such decision, including, without limitation, (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing pursue a resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantor Guarantors (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the New Series B Notes to be issued in the Exchange Offer and Offer, (C) it is acquiring the New Series B Notes in its ordinary course of businessbusiness and (D) if such Holder is a broker-dealer, that it will receive Exchange Securities for its own account in exchange for Securities that were acquired as a result of market-making activities or other trading activities and that it will deliver a prospectus in connection with any resale of such Exchange Securities. Each Holder shall be required to make such other representations as may be reasonably necessary under applicable Commission rules, regulations or interpretations to render the use of Form S-4 or another appropriate form under the Securities Act available and will be required to agree to comply with their agreements and covenants set forth in this Agreement. Each Holder hereby acknowledges and agrees that any Broker-Broker- Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co.MORGAN STANLEY AND CO., Inc. INC. (available June 5, 1991) and Exxon Capital Holdings Corporation EXXON CAPITA▇ H▇▇▇▇▇▇▇ CORPORATION (available May 13, 1988), as interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993, and similar no-no- action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of New Series B Notes obtained by such Holder in exchange for Senior Series A Notes acquired by such Holder directly from the Company or an affiliate thereof.
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Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantor Guarantors shall comply with all applicable of the provisions of Section 6(c) hereofand (d) below, shall use their respective best commercially reasonable efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company there is a substantial serious question as to whether the Exchange Offer is permitted by applicable federal lawlaw or Commission policy, the Company and the Guarantor Guarantors hereby agree to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantor Guarantors to Consummate an Exchange Offer for such Senior Initial Notes. The Company and the Guarantor Guarantors each hereby agree agrees to pursue the issuance of such a decision to the Commission staff level, but shall not be required to take commercially unreasonable action to effect a change of Commission policy or otherwise obtain such no-action letter or other favorable decision. In connection with the foregoing, the The Company and the Guarantor Guarantors each hereby agree agrees, however, to take all such other actions as are requested by the Commission or otherwise required in connection with the issuance of such decision, including, without limitation, (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing pursue a resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantor (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person Person to participate in, a distribution of the New Exchange Notes to be issued in the Exchange Offer and Offer, (C) it is acquiring the New Exchange Notes in its ordinary course of business, (D) it is not acting on behalf of any person who could not truthfully make the foregoing representations and (E) such other representations as may be necessary under applicable Commission rules, regulations or interpretations. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company's preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not not, under Commission policy as in effect on the date of this Agreement Agreement, rely on the position of the Commission enunciated in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of New Exchange Notes obtained by such Holder in exchange for Senior Initial Notes acquired by such Holder directly from the Company or an any affiliate thereofof the Company.
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Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantor shall comply with all applicable of the provisions of Section 6(c5(c) hereofbelow, shall use their respective best its commercially reasonable efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities Notes being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If, following the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that If in the reasonable opinion of counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantor hereby agree agrees (x) to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantor to Consummate an the Exchange Offer for such Senior Notesthe Initial Notes or (y) file, in accordance with Section 4(a) hereof, a Shelf Registration Statement to permit the registration and/or resale of the Transfer Restricted Notes that would otherwise be covered by the Exchange Offer Registration Statement. The In the case of clause (x), the Company and the Guarantor hereby agree agrees to pursue the issuance of such a decision to the Commission staff levellevel but shall not be required to take commercially unreasonable action to effect a change of Commission policy. In connection with the foregoing, the Company and the Guarantor hereby agree agrees, however, to take all such other actions as are requested by the Commission or otherwise required in connection with the issuance of such decision, including, without limitation, (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing pursue a favorable resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the an Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities Notes shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offerthereof, a written representation to the Company and the Guarantor (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company, (B) it is not engaged ina Broker Dealer exchanging the Initial Notes that it acquired in exchange for the Old Notes acquired directly from the Company for its own account, (C) it acquired the Transfer Restricted Notes, and does not intend to engage inis acquiring the Exchange Notes, in its ordinary course of business and (D) at the time of the commencement of the Exchange Offer, it has no arrangement or understanding with any person to participate in, a in the distribution (within the meaning of the New Securities Act) of the Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring Offer. In addition, all such Holders of Transfer Restricted Notes shall otherwise cooperate in the New Notes in its ordinary course of businessCompany’s preparations for the Exchange Offer. Each Holder hereby acknowledges will be required to acknowledge and agrees agree that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission staff enunciated in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission's ’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of New Exchange Notes obtained by such Holder in exchange for Senior Initial Notes acquired by such Holder directly from the Company or an affiliate thereofCompany.
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Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantor Subsidiary Guarantors shall comply with all applicable of the provisions of Section 6(c) hereofbelow, shall use their respective best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If, following due to a change in law or Commission policy after the date hereof, there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of special counsel to the Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal lawlaw or Commission policy, the Company and the Guarantor hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantor Subsidiary Guarantors to Consummate an Exchange Offer for such Senior Old Notes. The Company and the Guarantor hereby agree agrees to pursue the issuance of such a no-action letter or favorable decision to the Commission staff level. In connection with the foregoing, the Company and the Guarantor hereby agree level but shall not be required to take all such other actions as are requested by the commercially unreasonable action to effect a change of Commission or otherwise required in connection with the issuance of such decisionpolicy. The Company hereby agrees, includinghowever, without limitation, to (A) participating participate in telephonic conferences with the Commission, (B) delivering deliver to the Commission staff an analysis prepared by special counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing pursue a resolution (which need not be favorable) by the Commission staff of such submission. The Initial Purchasers shall be given prior notice of any action taken by the Company under this clause (i).
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantor (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the CompanyCompany or any of the Subsidiary Guarantors, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the New Notes to be issued in the Exchange Offer and (C) it is acquiring the New Notes in its ordinary course of business. Each Holder hereby acknowledges In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’ preparations for the Exchange Offer.
(iii) The Company and agrees the Initial Purchasers acknowledge that the staff of the Commission has taken the position that any broker-dealer that owns New Notes that were received by such Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired for its own account in the Exchange Offer (1a “Participating Broker-Dealer”) could not under Commission policy as in effect on may be deemed to be an “underwriter” within the date of this Agreement rely on the position meaning of the Commission enunciated in ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Act and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in must deliver a prospectus meeting the Commission's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of such New Notes (other than a secondary resale transaction of an unsold allotment resulting from the original offering of the Old Notes). The Company and the Initial Purchasers also acknowledge that such a secondary resale transaction must be covered by an effective registration statement containing it is the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K Commission staff’s position that if the resales are Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the New Notes, without naming the Participating Broker-Dealers or specifying the amount of New Notes obtained owned by them, such Holder Prospectus may be delivered by Participating Broker-Dealers to satisfy their prospectus delivery obligations under the Act in exchange connection with resales of New Notes for Senior Notes acquired by such Holder directly from their own accounts, so long as the Company or an affiliate thereofProspectus otherwise meets the requirements of the Act.
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