Exchange Offer Registration Statement. In connection with the Exchange Offer, the Issuers shall (x) comply with all applicable provisions of Section 6(c) below, (y) use their commercially reasonable best efforts to effect such exchange and to permit the resale of Exchange Securities by Broker-Dealers that tendered in the Exchange Offer the Securities that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Securities acquired directly from the Issuers or any of their respective Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions: (i) If, following the date hereof, there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer that in the reasonable opinion of counsel to the Issuers raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Issuers hereby agree to seek a no-action letter or other favorable decision from the Commission staff allowing the Issuers to Consummate an Exchange Offer for such Transfer Restricted Securities. In connection with the foregoing, the Issuers hereby agree to take all actions as may be 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 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 a resolution (which need not be favorable) by the Commission staff. (ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the Authority, prior to the Consummation of the Exchange Offer, a written representation to the Authority (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 Issuers, (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 Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course of business. As a condition to its participation in the Exchange Offer, each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities shall acknowledge and agree that, if the resales are of Exchange Securities obtained by such Holder in exchange for Securities acquired directly from the Issuers or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of this Agreement, rely on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991), 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 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. (iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Issuers shall provide a supplemental letter to the Commission (A) stating that the Issuers are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 Issuers have not entered into any arrangement or understanding with any person to distribute the Exchange Securities to be received in the Exchange Offer and that, to the best of the Issuers’ information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Securities 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 2 contracts
Sources: Registration Rights Agreement (Mohegan Tribal Gaming Authority), Registration Rights Agreement (Mohegan Tribal Gaming Authority)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Issuers shall (x) comply with all applicable provisions of Section 6(c) below, (y) use their commercially reasonable best efforts to effect such exchange and to permit the resale of Exchange Securities New Senior Debentures by Broker-Dealers that tendered in the Exchange Offer the Securities Senior Debentures that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Securities Senior Debentures acquired directly from the Issuers or any of their respective its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Issuers raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Issuers hereby agree to seek a no-action letter or other favorable decision from the Commission staff allowing the Issuers to Consummate an Exchange Offer for such Transfer Restricted Securities. The Issuers hereby agree to pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Issuers hereby agree to take all such other actions as may be 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 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 a resolution (which need not be favorable) by the Commission staff.
(ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Broker Dealer) shall furnish, upon the request of the AuthorityIssuers, prior to the Consummation of the Exchange Offer, a written representation to the Authority 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 Issuers, (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 Exchange Securities New Senior Debentures to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities New Senior Debentures in its ordinary course of business. As a condition to its participation in the Exchange Offer, each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities shall acknowledge and agree that, if the resales are of Exchange Securities obtained by such Holder in exchange for Securities acquired directly from the Issuers or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of this Agreement, rely on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991), 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), business and (2D) must comply with the registration and prospectus delivery requirements of the 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 such
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Issuers shall provide a supplemental letter to the Commission (A) stating that the Issuers are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation EXXON CAPITAL HOLDINGS CORPORATION (available May 13, 1988) and ), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co.AND CO., Inc. INC. (available June 5, 1991) as interpreted in the Commission’s 's letter to Shearman ▇▇▇▇▇▇▇▇ & Sterling STERLING dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that the Issuers have not entered into any arrangement or understanding with any person Person to distribute the Exchange Securities New Senior Debentures to be received in the Exchange Offer and that, to the best of the Issuers’ ' information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities New Senior Debentures in its ordinary course of business and has no arrangement or understanding with any person Person to participate in the distribution of the Exchange Securities New Senior 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, if applicable.
Appears in 1 contract
Sources: Registration Rights Agreement (Grove Investors Capital Inc)
Exchange Offer Registration Statement. In connection with the ------------------------------------- Exchange Offer, the Issuers Company shall (x) comply with all applicable provisions of Section 6(c) below, (y) shall use their commercially reasonable its best efforts to effect such exchange and to permit the resale sale of Exchange Securities by Broker-Dealers that tendered in the Exchange Offer the Securities that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Issuers or any of their respective Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) shall comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been announced published a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, such that in the reasonable opinion of counsel to the Issuers raises Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Issuers Company hereby agree agrees to seek a no-action letter or other favorable decision from the Commission staff allowing the Issuers Company to Consummate an Exchange Offer for such Transfer Restricted SecuritiesSeries A Notes. The Company hereby agrees to pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Issuers Company hereby agree agrees to take all such other actions as may be 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 Issuers 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 staffstaff of such submission.
(ii) As a condition to its participation in the Exchange OfferOffer 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 AuthorityCompany, prior to the Consummation of the Exchange Offer, a written representation to the Authority Company (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 IssuersCompany, (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 Exchange Securities Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Series B Notes in its ordinary course of business. As a condition to its participation in the Exchange Offer, each 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 Securities shall acknowledge and agree that, if the resales are of Exchange Securities obtained by such Holder in exchange for Securities acquired directly from the Issuers or an Affiliate thereof, it 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 Exxon Capital Holdings Corporation (available May 13, 1988) and ▇▇▇▇▇▇ ------ ▇▇▇▇▇▇▇ 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 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 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.K if the resales are of Series B Notes obtained by such Holder in exchange for 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 Issuers Company shall provide a supplemental letter to the Commission (A) stating that the Issuers are 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 ), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 Issuers have Company has not entered into any arrangement or understanding with any person Person to distribute the Exchange Securities Series B Notes to be received in the Exchange Offer and that, to the best of the Issuers’ Company's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities Series B Notes in its ordinary course of business and has no arrangement or understanding with any person Person to participate in the distribution of the Exchange Securities 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.
Appears in 1 contract
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Issuers and the Guarantors shall (x) comply with all applicable provisions of Section 6(c) belowhereof, (y) use their commercially reasonable best efforts to effect such exchange and to permit the resale of Exchange Securities Series B Notes by Broker-Dealers that tendered in the Exchange Offer the Securities Series A Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Securities Series A Notes acquired directly from the Issuers or any of their respective Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers offers, such as the Exchange Offer that Offer, that, in the reasonable opinion of counsel to the Issuers and the Guarantors, raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Issuers and the Guarantors hereby agree to seek a no-action letter or other favorable decision from the Commission staff allowing the Issuers and the Guarantors to Consummate an Exchange Offer for such Transfer Restricted Securities. In connection with The Issuers and the foregoing, the Issuers Guarantors hereby agree to take all actions as may be required use their reasonable best efforts in connection with pursuing the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering a decision to the Commission staff an analysis prepared by counsel to the 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 a resolution (which need not be favorable) by the Commission stafflevel.
(ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the AuthorityIssuers, prior to the Consummation of the Exchange Offer, a written representation to the Authority Issuers (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 Issuersits 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 Exchange Securities to be issued in Series A Notes or the Exchange Offer and Series B Notes within the meaning of the Act, (C) it if the Holder is acquiring not a Broker-Dealer or is a Broker-Dealer but will not receive Series B Notes for its own account in exchange for Series A Notes, neither the Exchange Securities Holder nor any such other Person is engaged in its ordinary course of business. As a condition to its participation in the Exchange Offer, each Holder using the Exchange Offer or intends to participate in a distribution of the Exchange Securities shall acknowledge Series B Notes, and agree that, if the resales are of Exchange Securities obtained by (D) that such Holder is not an Affiliate of the Issuers. If the Holder is a Broker-Dealer that will receive Series B Notes for its own account in exchange for Securities acquired directly from the Issuers or an Affiliate thereofSeries A Notes, it (1) could not, under Commission policy will represent that the Notes to be exchanged for the Series B Notes were acquired by it as in effect on the date a result of this Agreement, rely on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993market-making activities or other trading activities, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with will acknowledge that it will deliver a prospectus meeting the registration and prospectus delivery 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 secondary prospectus meeting the requirements of the Act in connection with any resale transaction and of such Series B Notes, the Holder is not admitting that such a secondary resale transaction must be covered by it is an effective registration statement containing "underwriter" within the selling security holder information required by Item 507 or 508, as applicable, meaning of Regulation S-K.the Act.
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Issuers and the Guarantors shall provide a supplemental letter to the Commission (A) stating that the Issuers and the Guarantors are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available Corporation(available May 13, 1988) and Morg▇▇ ▇▇▇n▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) ), as interpreted in the Commission’s '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 Issuers nor any Guarantor have not entered into any arrangement or understanding with any person Person to distribute the Exchange Securities Series B Notes to be received in the Exchange Offer and that, to the best of the Issuers’ ' and the Guarantors' information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities Series B Notes in its ordinary course of business and has no arrangement or understanding with any person Person to participate in the distribution of the Exchange Securities 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.any
Appears in 1 contract
Sources: Registration Rights Agreement (Thermadyne Holdings Corp /De)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Issuers Company shall (x) comply with all applicable provisions of Section 6(c) below, (y) use their commercially reasonable its best efforts to effect such exchange and to permit the resale of Exchange Securities New Preferred Stock by Broker-Dealers that tendered in the Exchange Offer Restricted Preferred Stock or Exchange Debentures, as the Securities case may be, that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Securities Restricted Preferred Stock or Exchange Debentures, as the case may be, acquired directly from the Issuers Company or any of their respective its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Issuers Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Issuers Company hereby agree agrees to seek a no-action act ion letter or other favorable decision from the Commission staff allowing the Issuers Company to Consummate an Exchange Offer for such Transfer Restricted Securities. The Company hereby agrees to pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Issuers Company hereby agree agrees to take all such other reasonable actions as may be 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 Issuers 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.
(ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the AuthorityCompany, prior to the Consummation of the Exchange Offer, a written representation to the Authority Company (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 IssuersCompany, (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 Preferred Stock or the New Exchange Securities Debentures to be issued in the Exchange Offer and (C) it is acquiring the New Preferred Stock or the New Exchange Securities Debentures, as the case may be, in its ordinary course of business. As a condition to its participation in the Exchange Offer, each Holder using the Exchange Offer to participate in a distribution of the New Preferred Stock or the New Exchange Securities Debentures, as the case may be, shall acknowledge and agree that, if the resales are of New Preferred Stock or of New Exchange Securities Debentures obtained by such Holder in exchange for Securities Restricted Preferred Stock or Exchange Debentures, as the case may be, acquired directly from the Issuers Company or an Affiliate thereof, it (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▇▇▇ ▇▇▇ Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991), 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 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.
(iii) Prior If required by the Commission, prior to effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall provide a supplemental letter to the Commission (A) stating that the Issuers are 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 ), Morg▇▇ ▇▇▇n▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) as interpreted in the Commission’s '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 Issuers have Company has not entered into any arrangement or understanding with any person Person to distribute the New Preferred Stock or the New Exchange Securities Debentures, as the case may be, to be received in the Exchange Offer and that, to the best of the Issuers’ Company's information and belief, each Holder participating in the Exchange Offer is acquiring the New Preferred Stock or the New Exchange Securities Debentures, as the case may be, in its ordinary course of business and has no arrangement or understanding with any person Person to participate in the distribution of the New Preferred Stock or of New Exchange Securities Debentures, as the case may be, 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: Preferred Stock Registration Rights Agreement (R&b Falcon Corp)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Issuers Issuer shall (x) comply with all applicable provisions of Section 6(c) below, (y) shall use their all commercially reasonable best efforts to effect such exchange and to permit the resale of Exchange Securities Series B Notes by Broker-Dealers that tendered in the Exchange Offer the Securities Series A Notes that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Securities Series A Notes acquired directly from the Issuers Issuer or any of their respective its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) shall comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Issuers Issuer raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Issuers Issuer hereby agree agrees to seek a no-action letter or other favorable decision from the Commission staff allowing the Issuers Issuer to Consummate an Exchange Offer for such Transfer Restricted Securities. The Issuer hereby agrees to pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Issuers Issuer hereby agree agrees to take all such other actions as may be 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 Issuers 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 a resolution (which need not be favorable) by the Commission staff.
(ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-DealerBrokerDealer) shall furnish, upon the request of the AuthorityIssuer, prior to the Consummation of the Exchange Offer, a written representation to the Authority 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 IssuersIssuer, (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 Exchange Securities Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Series B Notes in its ordinary course of business. As a condition to its participation in the Exchange Offer, each Each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities shall acknowledge Series B Notes hereby acknowledges and agree agrees that, if the resales are of Exchange Securities Series B Notes obtained by such Holder in exchange for Securities Series A Notes acquired directly from the Issuers Issuer or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of this Agreement, rely on the position of the Commission enunciated in Exxon Capital Holdings Corporation ▇▇▇▇▇▇ STAN1EY AND CO., INC. (available June 5, 1991) and EXXON CAPITAL HOLDINGS CORPORATION (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991), as interpreted in the Commission’s '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 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.
(iii) Prior To the extent required by the Commission, prior to effectiveness of the Exchange Offer Registration Statement, the Issuers Issuer shall provide a supplemental letter to the Commission (A) stating that the Issuers are Issuer is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation EXXON CAPITAL HOLDINGS CORPORATION (available May 13, 1988) and ), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 Issuers have not entered into any arrangement or understanding with any person to distribute the Exchange Securities to be received in the Exchange Offer and that, to the best of the Issuers’ information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Securities 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.AND
Appears in 1 contract
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Issuers Company shall (xi) comply with all applicable provisions of Section 6(c) below, (yii) use their its commercially reasonable best efforts to effect such exchange and to permit the resale of Exchange Securities by any Broker-Dealers Dealer that tendered Securities in the Exchange Offer the Securities that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Securities acquired directly from the Issuers Company or any Affiliate of their respective Affiliatesthe Company) being sold in accordance with the intended method or methods of distribution thereof, and (ziii) comply with all of the following provisions:
(iA) If, following the date hereof, there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer that in the reasonable opinion of counsel to the Issuers Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal lawlaw or Commission policy, the Issuers Company hereby agree agrees to seek a no-action letter or other favorable decision from the Commission staff allowing the Issuers Company to Consummate an Exchange Offer for such Transfer Restricted Securities. The Company hereby agrees to pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Issuers Company hereby agree agrees to take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (AI) participating in telephonic conferences with the CommissionCommission staff, (BII) delivering to the Commission staff an analysis prepared by counsel to the Issuers Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (CIII) diligently pursuing a resolution (which need not be favorable) by the Commission staff.
(iiB) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the Authority, Company prior to the Consummation of the Exchange Offer, a written representation to the Authority Company (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (AI) it is not an Affiliate of the IssuersCompany, (BII) 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 Exchange Securities to be issued in the Exchange Offer and Offer, (CIII) it is acquiring the Exchange Securities in its ordinary course of businessbusiness and (IV) such other representations as may be necessary under applicable Commission rules, regulations or interpretations. As a condition to its participation in the Exchange Offer, each Each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities shall will be required to acknowledge and agree that, if the resales are of Exchange Securities obtained by such Holder in exchange for Securities acquired directly from the Issuers Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of this Agreement, rely on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ 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 (iA) above), and (2) must comply with the registration and prospectus delivery requirements of the 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.
(iiiC) Prior to effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall provide a supplemental letter to the Commission (AI) stating that the Issuers are 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 ▇), M▇▇▇▇▇ ▇S▇▇▇▇▇▇ 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 (iA) above, (BII) including a representation that the Issuers have Company has not entered into any arrangement or understanding with any person Person to distribute the Exchange Securities to be received in the Exchange Offer and that, to the best of the Issuers’ Company’s information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities in its ordinary course of business and has no arrangement or understanding with any person Person to participate in the distribution of the Exchange Securities received in the Exchange Offer and and
(CIII) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (iA) above, if applicable.
Appears in 1 contract
Sources: Registration Rights Agreement (Rural Cellular Corp)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Issuers Company shall (x) comply with all applicable provisions of Section 6(c) below, (y) use their its commercially reasonable best efforts to effect such exchange and to permit the resale of Exchange Securities Notes by Broker-Dealers that tendered tendered, in the Exchange Offer the Securities Offer, Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Securities Initial Notes acquired directly from the Issuers Company or any of their respective its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Issuers Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Issuers Company hereby agree agrees to seek a no-action letter or other favorable decision from the Commission staff allowing the Issuers Company to Consummate an Exchange Offer for such Transfer Restricted Securities. In connection with the foregoing, the Issuers Company hereby agree agrees, if commercially reasonable, to take all such other actions as may be 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 Issuers 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.
(ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Broker Dealer) shall furnish, upon the request of the AuthorityCompany, prior to the Consummation of the Exchange Offer, a written representation to the Authority Company (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 IssuersCompany, (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 Exchange Securities Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Notes in its ordinary course of business. As a condition to its participation in the Exchange Offer, each Each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities shall acknowledge Notes hereby acknowledges and agree agrees that, if the resales are of Exchange Securities Notes obtained by such Holder in exchange for Securities Initial Notes acquired directly from the Issuers Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of this Agreement, rely on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., 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-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 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.
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall provide a supplemental letter to the Commission (A) stating that the Issuers are 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 ), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Co. Inc. (available June 5, 1991) as interpreted in the Commission’s '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 Issuers have Company has not entered into any arrangement or understanding with any person Person to distribute the Exchange Securities Notes to be received in the Exchange Offer and that, to the best of the Issuers’ Company's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities Notes in its ordinary course of business and has no arrangement or understanding with any person Person to participate in the distribution of the Exchange Securities 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: Exchange and Registration Rights Agreement (Tenet Healthcare Corp)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Issuers Company shall (x) comply with all applicable provisions of Section 6(c) below, (y) shall use their commercially reasonable its best efforts to effect such exchange and to permit the resale sale of Exchange Securities by Broker-Dealers that tendered in the Exchange Offer the Securities that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Issuers or any of their respective Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) shall comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been announced published a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, such that in the reasonable opinion of counsel to the Issuers raises Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Issuers Company hereby agree agrees to seek a no-action letter or other favorable decision from the Commission staff allowing the Issuers Company to Consummate an Exchange Offer for such Transfer Restricted SecuritiesNew Notes. The Company hereby agrees to pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Issuers Company hereby agree agrees to take all such other actions as may be 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 Issuers 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 staffstaff of such submission.
(ii) As a condition to its participation in the Exchange OfferOffer 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 AuthorityCompany, prior to the Consummation of the Exchange Offer, a written representation to the Authority Company (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 IssuersCompany, or if it is an Affiliate of the Company, it 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 Exchange Securities Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Notes in its ordinary course of business. As a condition Each Holder hereby acknowledges and agrees that any Holder of the New Notes who is an Affiliate of the Company or who intends to its participation participate in the Exchange Offer, each Holder using Offer for the purpose of distributing the Exchange Offer to participate in a distribution of the Exchange Securities shall acknowledge and agree that, if the resales are of Exchange Securities obtained by such Holder in exchange for Securities acquired directly from the Issuers or an Affiliate thereof, it Notes (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 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 '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 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.
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Issuers shall provide a supplemental letter to the Commission (A) stating that the Issuers are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 Issuers have not entered into any arrangement or understanding with any person to distribute the Exchange Securities to be received in the Exchange Offer and that, to the best of the Issuers’ information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Securities 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.action
Appears in 1 contract
Sources: Registration Rights Agreement (J Crew Intermediate LLC)
Exchange Offer Registration Statement. In connection with the an Exchange Offer, the Issuers Company shall (x) comply with all applicable provisions of Section 6(c7(c) below, (y) use their commercially its reasonable best efforts to effect such exchange and to permit the resale of Exchange Securities Notes by Broker-Dealers that tendered in the Exchange Offer the Securities Registrable Notes that such Broker-Dealer acquired after a Rule 144A Offering for its own account as a result of its market-market making activities or other trading activities (other than Securities Registrable Notes acquired directly from the Issuers Company or any of their respective its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Issuers Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Issuers Company hereby agree agrees to seek a no-action letter or other favorable decision from the Commission staff allowing the Issuers 11 Company to Consummate an Exchange Offer for such Transfer Restricted SecuritiesRegistrable Notes. The Company hereby agrees to pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Issuers Company hereby agree agrees to take all such other actions as may be 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 Issuers 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.
(ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities Registrable Notes (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the AuthorityCompany, prior to the Consummation of the Exchange Offer, a written representation to the Authority Company (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 of the IssuersCompany or a Broker-Dealer tendering Registrable Notes acquired directly from the Company for its own account, (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 Exchange Securities to be issued in Registrable Notes or the Exchange Offer and Notes within the meaning of the Act, (C) it if the Holder is acquiring not a Broker-Dealer or is a Broker-Dealer but will not receive Exchange Notes for its own account in exchange for Registrable Notes, neither the Exchange Securities Holder nor any such other Person is engaged in its ordinary course of business. As a condition to its participation in the Exchange Offer, each Holder using the Exchange Offer or intends to participate in a distribution of the Exchange Securities shall acknowledge Notes, and agree that, if the resales are of (D) any Exchange Securities obtained Notes received by such Holder will be acquired in the ordinary course of its business. If the Holder is a Broker-Dealer that will receive Exchange Notes for its own account in exchange for Securities acquired directly from the Issuers or an Affiliate thereofRegistrable Notes, it (1) could not, under Commission policy will represent that the Registrable Notes to be exchanged for the Exchange Notes were acquired by it as in effect on the date a result of this Agreement, rely on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993market-making activities or other trading activities, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with will acknowledge that it will deliver a prospectus meeting the registration and prospectus delivery requirements of the Act in connection with any resale of such Exchange Notes. It is understood that, by acknowledging that it will deliver, and by delivering, a secondary prospectus meeting the requirements of the Act in connection with any resale transaction and of such Exchange Notes, the Holder is not admitting that such a secondary resale transaction must be covered by it is an effective registration statement containing "underwriter" within the selling security holder information required by Item 507 or 508, as applicable, meaning of Regulation S-K.the Act.
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall provide a supplemental letter to the Commission (A) stating that the Issuers are 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 ), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (iSection 7(a)(i) above, (B) including a representation that the Issuers have Company has not entered into any arrangement or understanding with any person Person to distribute the Exchange Securities Notes to be received in the Exchange Offer and that, to the best of the Issuers’ Company's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities Notes in its ordinary course of business and has no arrangement or understanding with any person Person to participate in the distribution of the Exchange Securities 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 (iSection 7(a)(i) above, if applicable.
Appears in 1 contract
Sources: Debt Registration Rights Agreement (Choice One Communications Inc)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Issuers Company and the Guarantors shall (x) comply with all applicable provisions of Section 6(c) below, (y) shall use their commercially reasonable respective best efforts to effect such exchange and to permit the resale sale of Exchange Securities by Broker-Dealers that tendered in the Exchange Offer the Securities that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Issuers or any of their respective Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) shall comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been announced published a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, such that in the reasonable opinion of counsel to the Issuers raises Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Issuers Company and the Guarantors hereby agree to seek a no-action letter or other favorable decision from the Commission staff allowing the Issuers Company and the Guarantors to Consummate an Exchange Offer for such Transfer Restricted SecuritiesSeries A Notes. The Company and the 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 Issuers Company and the Guarantors hereby agree to take all actions as may be 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 Issuers 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 staffstaff of such submission.
(ii) As a condition to its participation in the Exchange OfferOffer 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 AuthorityCompany, prior to the Consummation of the Exchange Offer, a written representation to the Authority Company and the 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 IssuersCompany, (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 Exchange Securities Series B Notes to be issued in the Exchange Offer and Offer, (C) it is acquiring the Exchange Securities 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. As a condition Each Holder shall be required to its participation 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 the Exchange Offer, each 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 Securities shall acknowledge and agree that, if the resales are of Exchange Securities obtained by such Holder in exchange for Securities acquired directly from the Issuers or an Affiliate thereof, it 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 Exxon Capital Holdings Corporation MORGAN STANLEY AND CO., INC. (available May 13June 5, 19881991) and ▇▇▇▇▇EXXON CAPITA▇ H▇▇▇▇▇▇▇ and Co., Inc. CORPORATION (available June 5May 13, 19911988), as interpreted in the Commission’s '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 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.
(iii) Prior to effectiveness K if the resales are of Series B Notes obtained by such Holder in exchange for Series A Notes acquired by such Holder directly from the Exchange Offer Registration Statement, the Issuers shall provide a supplemental letter to the Commission (A) stating that the Issuers are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 Issuers have not entered into any arrangement Company or understanding with any person to distribute the Exchange Securities to be received in the Exchange Offer and that, to the best of the Issuers’ information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Securities 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 applicablean affiliate thereof.
Appears in 1 contract
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Issuers Company shall (x) comply with all applicable provisions of Section 6(c) below, (y) use their commercially reasonable its best efforts to effect such exchange and to permit the resale of Exchange Securities Series B Notes by any Broker-Dealers Dealer that tendered in the Exchange Offer the Securities Series A Notes that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Securities Series A Notes acquired directly from the Issuers Company or any of their respective its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Issuers Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Issuers Company hereby agree agrees to seek a no-action letter or other favorable decision from the Commission staff allowing the Issuers Company to Consummate an Exchange Offer for such Transfer Restricted Securities. The Company hereby agrees to pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Issuers Company hereby agree agrees to take all such other actions as may be 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 Issuers 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. Notwithstanding the foregoing, the Company shall not be required to take commercially unreasonable action to comply with the requests of the Commission referred to in the previous sentence in order to secure a favorable resolution.
(ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Broker Dealer) shall furnish, upon the request of the AuthorityCompany, prior to the Consummation of the Exchange Offer, a written representation to the Authority Company (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 IssuersCompany, (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 Exchange Securities Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Series B Notes in its ordinary course of business. As a condition to its participation in the Exchange Offer, Offer each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities Series B Notes shall acknowledge and agree that, if the resales are of Exchange Securities Series B Notes obtained by such Holder in exchange for Securities Series A Notes acquired directly from the Issuers Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of this Agreement, rely 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 '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 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.
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall provide a supplemental letter to the Commission (A) stating that the Issuers are Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation EXXON CAPITAL HOLDINGS CORPORATION (available May 13, 1988) and ), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co.AND CO., Inc. INC. (available June 5, 1991) as interpreted in the Commission’s 's letter to Shearman SHEARMAN & Sterling STERLING dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that the Issuers have Company has not entered into any arrangement or understanding with any person Person to distribute the Exchange Securities Series B Notes to be received in the Exchange Offer and that, to the best of the Issuers’ Company's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities Series B Notes in its ordinary course of business and has no arrangement or understanding with any person Person to participate in the distribution of the Exchange Securities 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.
Appears in 1 contract
Sources: Registration Rights Agreement (Great Lakes Carbon Corp)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Issuers SH Group shall (x) comply with all applicable provisions of Section 6(c) below, (y) use their commercially reasonable its best efforts to effect such exchange and to permit the resale of Exchange Securities Series B Debentures by Broker-Dealers that tendered Notes in the Exchange Offer the Securities Series A Debentures that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Securities Series A Debentures acquired directly from the Issuers SH Group or any of their respective its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Issuers SH Group raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Issuers SH Group hereby agree agrees to seek a no-action letter or other favorable decision from the Commission staff allowing the Issuers SH Group to Consummate an Exchange Offer for such Transfer Restricted Securities. SH Group hereby agrees to pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Issuers SH Group hereby agree agrees to take all such other actions as may be 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 Issuers SH Group 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.
(ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Broker Dealer) shall furnish, upon the request of the AuthoritySH Group, prior to the Consummation of the Exchange Offer, a written representation to the Authority SH Group (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 IssuersSH Group, (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 Exchange Securities Series B Debentures to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Series B Debentures in its ordinary course of business. As a condition to its participation in the Exchange Offer, each Each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities shall acknowledge Series B Debentures hereby acknowledges and agree agrees that, if the resales are of Exchange Securities Series B Debentures obtained by such Holder in exchange for Securities Series A Debentures acquired directly from the Issuers SH Group or an Affiliate thereof, it (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▇▇▇ ▇▇▇ Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991), 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 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.
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Issuers shall provide a supplemental letter to the Commission (A) stating that the Issuers are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 Issuers have not entered into any arrangement or understanding with any person to distribute the Exchange Securities to be received in the Exchange Offer and that, to the best of the Issuers’ information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Securities 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.resale
Appears in 1 contract
Sources: Registration Rights Agreement (Steel Heddle Group Inc)
Exchange Offer Registration Statement. In connection with the Exchange ------------------------------------- Offer, the Issuers Authority shall (x) comply with all applicable provisions of Section 6(c) below, (y) use their its commercially reasonable best efforts to effect such exchange and to permit the resale of Exchange Securities Notes by Broker-Dealers that tendered in the Exchange Offer the Securities Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Securities Initial Notes acquired directly from the Issuers Authority or any of their respective its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions:
(i) If, following the date hereof, there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer that in the reasonable opinion of counsel to the Issuers Authority raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Issuers Authority hereby agree agrees to seek a no-action letter or other favorable decision from the Commission staff allowing the Issuers Authority to Consummate an Exchange Offer for such Transfer Restricted Securities. In connection with the foregoing, the Issuers Authority hereby agree agrees to take all actions as may be 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 Issuers Authority 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.
(ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the Authority, prior to the Consummation of the Exchange Offer, a written representation to the Authority (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 IssuersAuthority, (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 Exchange Securities Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Notes in its ordinary course of business. As a condition to its participation in the Exchange Offer, each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities Notes shall acknowledge and agree that, if the resales are of Exchange Securities Notes obtained by such Holder in exchange for Securities Initial Notes acquired directly from the Issuers Authority or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of this Agreement, rely on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available ---------------------------------- May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991), 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 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.
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Issuers Authority shall provide a supplemental letter to the Commission (A) stating that the Issuers are Authority is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital ------------- Holdings Corporation (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., -------------------- ----------------------- Inc. (available June 5, 1991) as interpreted in the Commission’s '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 Issuers have Authority has not entered into any arrangement or understanding with any person to distribute the Exchange Securities Notes to be received in the Exchange Offer and that, to the best of the Issuers’ Authority's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Securities 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 (Mohegan Tribal Gaming Authority)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Issuers Issuer shall (x) comply with all applicable provisions of Section 6(c) belowhereof, (y) use their commercially its reasonable best efforts to effect such exchange and to permit the resale of Exchange Securities Series B Notes by Broker-Dealers that tendered in the Exchange Offer the Securities Series A Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Securities Series A Notes acquired directly from the Issuers Issuer or any of their respective its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers offers, such as the Exchange Offer that Offer, that, in the reasonable opinion of counsel to the Issuers Issuer, raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Issuers Issuer hereby agree agrees to seek a no-action letter or other favorable decision from the Commission staff allowing the Issuers Issuer to Consummate an Exchange Offer for such Transfer Restricted Securities. In connection with the foregoing, the Issuers The Issuer hereby agree agrees to take all actions as may be required use its reasonable best efforts in connection with pursuing the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering a decision to the Commission staff an analysis prepared by counsel to the 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 a resolution (which need not be favorable) by the Commission stafflevel.
(ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the AuthorityIssuer, prior to the Consummation of the Exchange Offer, a written representation to the Authority Issuer (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 Issuersits 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 Exchange Securities to be issued in Series A Notes or the Exchange Offer and Series B Notes within the meaning of the Act, (C) it if the Holder is acquiring not a Broker-Dealer or is a Broker-Dealer but will not receive Series B Notes for its own account in exchange for Series A Notes, neither the Exchange Securities Holder nor any such other Person is engaged in its ordinary course of business. As a condition to its participation in the Exchange Offer, each Holder using the Exchange Offer or intends to participate in a distribution of the Exchange Securities shall acknowledge Series B Notes, and agree that, if the resales are of Exchange Securities obtained by (D) that such Holder is not an Affiliate of the Issuer. If the Holder is a Broker-Dealer that will receive Series B Notes for its own account in exchange for Securities acquired directly from the Issuers or an Affiliate thereofSeries A Notes, it (1) could not, under Commission policy will represent that the Notes to be exchanged for the Series B Notes were acquired by it as in effect on the date a result of this Agreement, rely on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993market-making activities or other trading activities, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with will acknowledge that it will deliver a prospectus meeting the registration and prospectus delivery 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 secondary prospectus meeting the requirements of the Act in connection with any resale transaction and of such Series B Notes, the Holder is not admitting that such a secondary resale transaction must be covered by it is an effective registration statement containing "underwriter" within the selling security holder information required by Item 507 or 508, as applicable, meaning of Regulation S-K.the Act.
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Issuers Issuer shall provide a supplemental letter to the Commission (A) stating that the Issuers are Issuer is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Morgan Stanley and Co., Inc. (available June 5, 1991) ), as interpreted in the ▇▇ ▇he Commission’s '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 Issuers have Issuer has not entered into any arrangement or understanding with any person Person to distribute the Exchange Securities Series B Notes to be received in the Exchange Offer and that, to the best of the Issuers’ Issuer's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities Series B Notes in its ordinary course of business and has no arrangement or understanding with any person Person to participate in the distribution of the Exchange Securities 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.
Appears in 1 contract
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Issuers Company shall (x) comply with all applicable provisions of Section 6(c) below, (y) shall use their commercially its reasonable best efforts to effect such exchange and to permit the resale sale of Exchange Securities by Broker-Dealers that tendered in the Exchange Offer the Securities that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Issuers or any of their respective Affiliates) 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 (z) 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 announced published a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, such that in the reasonable opinion of counsel to the Issuers raises Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal lawlaw or Commission policy, the Issuers Company hereby agree agrees to seek a no-action letter or other favorable decision from the Commission staff allowing the Issuers Company to Consummate an Exchange Offer for such Transfer Restricted SecuritiesSenior Notes. In connection with The Company hereby agrees to pursue the foregoingissuance 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. The Company hereby agrees, the Issuers hereby agree however, to take all such other actions as may be are reasonably requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation 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 Issuers 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 staffstaff of such submission.
(ii) As a condition to its participation in the Exchange OfferOffer 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 AuthorityCompany, prior to the Consummation of the Exchange Offerthereof, a written representation to the Authority Company (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 IssuersCompany, (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 Exchange Securities New Senior Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities New Senior Notes in its ordinary course of business. As a condition to its participation In addition, all such Holders of Transfer Restricted Securities shall otherwise reasonably cooperate in the Company's preparations for the Exchange Offer, each . 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 Securities shall acknowledge and agree that, if the resales are of Exchange Securities obtained by such Holder in exchange for Securities acquired directly from the Issuers or an Affiliate thereof, it 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 Morg▇▇ ▇▇▇n▇▇▇ ▇▇▇ Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991), as interpreted in the Commission’s 's letter to Shearman Sher▇▇▇ & Sterling ▇terling 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.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.
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall provide a supplemental letter to the Commission (A) stating that the Issuers are 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 ), Morg▇▇▇▇ Stan▇▇▇ ▇▇▇▇▇▇▇ 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 Issuers have Company has not entered into any arrangement or understanding with any person Person to distribute the Exchange Securities New Senior Notes to be received in the Exchange Offer and that, to the best of the Issuers’ Company's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities New Senior Notes in its ordinary course of business and has no arrangement or understanding with any person Person to participate in the distribution of the Exchange Securities 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, if applicable.
Appears in 1 contract
Sources: Registration Rights Agreement (Northern Border Pipeline Co)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Issuers Company shall (x) comply with all applicable of the provisions of Section 6(c) below, (y) below and shall use their commercially its reasonable best efforts to effect such exchange and to permit the resale sale of Exchange Transfer Restricted Securities by Broker-Dealers that tendered in the Exchange Offer the Securities that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Securities acquired directly from the Issuers or any of their respective Affiliates) being sold in accordance with the intended method or methods of distribution thereof. In addition, the Company (with respect to (i) and (ziii) of this Section 6(a)) and each Holder of Transfer Restricted Securities (with respect to (ii) of this Section 6(a)) shall comply with all of the following provisions:
(i) If, following the date hereof, there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer that If in the reasonable opinion of counsel to the Issuers raises Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Issuers Company hereby agree agrees to seek a no-action letter or other favorable decision from the Commission staff allowing the Issuers Company to Consummate consummate an Exchange Offer for such Transfer Restricted SecuritiesNotes. In connection with the foregoing, the Issuers The Company hereby agree agrees to take all actions as may be required in connection with pursue the issuance of such decisiona decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Company hereby agrees, including without limitation however, to (A) participating participate in telephonic conferences with the staff of the Commission, (B) delivering deliver to the Commission staff an analysis prepared by counsel to the Issuers 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 use reasonable best efforts pursue a resolution (which need not be favorable) by the Commission staffstaff of such submission.
(ii) As a condition to its participation in the Exchange OfferOffer pursuant to 11 the terms of this Agreement, each Holder of Transfer Restricted Securities shall (including, without limitation, any Holder who is a Broker-Dealerx) shall furnish, upon the request of the AuthorityCompany, prior to the Consummation of the Exchange Offerconsummation thereof, a written representation to the Authority Company (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 IssuersCompany as 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 to participate in, a distribution of the Exchange Securities Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Notes in its ordinary course of business. As a condition to its participation business and (y) otherwise cooperate in the Company's preparations for the Exchange Offer, each . 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 Securities shall acknowledge and agree that, if the resales are of Exchange Securities obtained by such Holder in exchange for Securities acquired directly from the Issuers or an Affiliate thereof, it 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 Morg▇▇ ▇▇▇n▇▇▇ ▇▇▇ Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (includingincluding Brow▇ & ▇ood ▇▇▇ (available February 7, if applicable1997), and 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.K if the resales are of Exchange Notes obtained by such Holder in exchange for Notes acquired by such Holder directly from the Company.
(iii) Prior to the effectiveness of the Exchange Offer Registration Statement, to the Issuers extent required by the Commission, the Company shall provide a supplemental letter to the Commission (A) stating that the Issuers are 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 ), Morg▇▇ ▇▇▇n▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991), Brow▇ & ▇ood LLP (available February 7, 1997) 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, above and (B) including a representation that the Issuers have Company has not entered into any arrangement or understanding with any person Person to distribute the Exchange Securities Notes to be received in the Exchange Offer and that, that to the best of the Issuers’ Company's information and belief, each Holder (other than an Initial Purchaser) participating in the Exchange Offer is acquiring the Exchange Securities Notes in its ordinary course of business and has no arrangement or understanding with any person Person to participate in the distribution of the Exchange Securities 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 applicableOffer.
Appears in 1 contract
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Issuers Holding shall (x) comply with all applicable provisions of Section 6(c) below, (y) use their commercially its reasonable best efforts to effect such exchange and to permit the resale of Exchange Securities Series B Debentures by Broker-Dealers that tendered in the Exchange Offer the Securities Series A Debentures that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Securities Series A Debentures acquired directly from the Issuers Holding or any of their respective its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Issuers Holding raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Issuers Holding hereby agree agrees to seek a no-action letter or other favorable decision from the Commission staff allowing the Issuers Holding to Consummate an Exchange Offer for such Transfer Restricted Securities. Holding hereby agrees to pursue the issuance of such a decision from the Commission staff level. In connection with the foregoing, the Issuers Holding hereby agree agrees to take all such other actions as may be 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 Issuers Holding 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.
(ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the AuthorityHolding, prior to the Consummation of the Exchange Offer, a written representation to the Authority Holding (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 IssuersHolding, (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 Exchange Securities Series B Debentures to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Series B Debentures in its ordinary course of business. As a condition to its participation in the Exchange Offer, each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities Series B Debentures shall acknowledge and agree that, if the resales are of Exchange Securities Series B Debentures obtained by such Holder in exchange for Securities Series A Debentures acquired directly from the Issuers Holding or an Affiliate thereof, it then 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 Exxon Capital Holdings Corporation (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 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.
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Issuers Holding shall provide a supplemental letter to the Commission including (A) stating a statement that the Issuers are Holding is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and ), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) as interpreted in the Commission’s '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 Issuers have Holding has not entered into any arrangement or understanding with any person Person to distribute the Exchange Securities Series B Debentures to be received in the Exchange Offer and that, to the best of the Issuers’ Holding's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities Series B Debentures in its ordinary course of business and has no arrangement or understanding with any person Person to participate in the distribution of the Exchange Securities Series B 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, if applicable.
Appears in 1 contract
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Issuers shall (x) comply with all applicable provisions of Section 6(c) below, (y) shall use their all commercially reasonable best efforts to effect such exchange and to permit the resale of Exchange Securities Series B Notes by Broker-Dealers that tendered in the Exchange Offer the Securities Series A Notes that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Securities Series A Notes acquired directly from the Issuers or any of their respective Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) shall comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Issuers raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Issuers hereby agree to seek a no-action letter or other favorable decision from the Commission staff allowing the Issuers to Consummate an Exchange Offer for such Transfer Restricted Securities. The Issuers hereby agree to pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Issuers hereby agree to take all such other actions as may be 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 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 a resolution (which need not be favorable) by the Commission staff.
(ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Broker- Dealer) shall furnish, upon the request of the AuthorityIssuers, prior to the Consummation of the Exchange Offer, a written representation to the Authority 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 Issuers, (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 Exchange Securities Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Series B Notes in its ordinary course of business. As a condition to its participation in the Exchange Offer, each Each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities shall acknowledge Series B Notes hereby acknowledges and agree agrees that, if the resales are of Exchange Securities Series B Notes obtained by such Holder in exchange for Securities Series A Notes acquired directly from the Issuers or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of this Agreement, rely 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 's letter to 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 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.
(iii) Prior To the extent required by the Commission, prior to effectiveness of the Exchange Offer Registration Statement, the Issuers shall provide a supplemental letter to the Commission (A) stating that the Issuers are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation EXXON CAPITAL HOLDINGS CORPORATION (available May 13, 1988) and ), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co.AND CO., Inc. INC. (available June 5, 1991) as interpreted in the Commission’s '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 Issuers have not entered into any arrangement or understanding with any person Person to distribute the Exchange Securities Series B Notes to be received in the Exchange Offer and that, to the best of the Issuers’ ' information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities Series B Notes in its ordinary course of business and has no arrangement or understanding with any person Person to participate in the distribution of the Exchange Securities 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.
Appears in 1 contract
Sources: Registration Rights Agreement (Perkins Finance Corp)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Issuers Company shall (x) comply with all applicable provisions of Section 6(c) below, (y) use their commercially its reasonable best efforts to effect such exchange and to permit the resale of Exchange Securities Series B Dollar Notes by Broker-Dealers that tendered in the Exchange Offer the Securities Series A Dollar Notes that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Securities Series A Dollar Notes acquired directly from the Issuers Company or any of their respective its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Issuers Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Issuers Company hereby agree agrees to seek a no-action letter or other favorable decision from the Commission staff allowing the Issuers Company to Consummate an Exchange Offer for such Transfer Restricted SecuritiesSecurities (unless in the reasonable opinion of counsel to the Company, the filing of such no-action letter is not appropriate). The Company hereby agrees to pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Issuers Company hereby agree agrees to take all such other actions as may be 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 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 a resolution (which need not be favorable) by the Commission staff.
(ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the AuthorityCompany, prior to the Consummation of the Exchange Offer, a written representation to the Authority Company (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 IssuersCompany, (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 Exchange Securities Series B Dollar Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Series B Dollar Notes in its ordinary course of business. As a condition to its participation in the Exchange Offer, Offer each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities Series B Dollar Notes shall acknowledge and agree that, if the resales are of Exchange Securities Series B Dollar Notes obtained by such Holder in exchange for Securities for, and as evidence of the same underlying indebtedness as, Series A Dollar Notes acquired directly from the Issuers Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of this Agreement, rely on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 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.
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall provide a supplemental letter to the Commission (A) stating that the Issuers are 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 ), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) as interpreted in the Commission’s '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 Issuers have Company has not entered into any arrangement or understanding with any person Person to distribute the Exchange Securities Series B Dollar Notes to be received in the Exchange Offer and that, to the best of the Issuers’ Company's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities Series B Dollar Notes in its ordinary course of business and has no arrangement or understanding with any person Person to participate in the distribution of the Exchange Securities Series B Dollar 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
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Issuers Company shall (x) comply with all applicable provisions of Section 6(c) below, (y) use their commercially reasonable its best efforts to effect such exchange and to permit the resale of Exchange Securities Notes by each of the Broker-Dealers that tendered in the Exchange Offer the Securities Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Securities Initial Notes acquired directly from the Issuers Company or any of their respective its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Issuers Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Issuers Company hereby agree agrees to seek a no-action letter or other favorable decision from the Commission staff allowing the Issuers Company to Consummate an Exchange Offer for such Transfer Restricted Securities. The Company hereby agrees to pursue the issuance of such a decision to the Commission staff level. In connection with and subject to the foregoing, the Issuers Company hereby agree agrees to take all such other actions as may be 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 Issuers 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.
(ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Broker Dealer) shall furnish, upon the request of the AuthorityCompany, prior to the Consummation of the Exchange Offer, a written representation to the Authority Company (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 IssuersCompany, (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 Exchange Securities Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Notes in its ordinary course of business. As a condition to its participation in the Exchange Offer, each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities Notes shall acknowledge and agree that, if the resales are of Exchange Securities Notes obtained by such Holder in exchange for Securities Initial Notes acquired directly from the Issuers Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of this Agreement, rely on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and ▇▇▇▇Morg▇▇ ▇▇▇▇n▇▇▇ 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 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.
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Issuers shall provide a supplemental letter to the Commission (A) stating that the Issuers are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 Issuers have not entered into any arrangement or understanding with any person to distribute the Exchange Securities to be received in the Exchange Offer and that, to the best of the Issuers’ information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Securities 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.prospectus
Appears in 1 contract
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Issuers Issuer shall (x) comply with all applicable provisions of Section 6(c) belowhereof, (y) use their commercially its reasonable best efforts to effect such exchange and to permit the resale of Exchange Securities Series B Debentures by Broker-Dealers that tendered in the Exchange Offer the Securities Series A Debentures that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Securities Series A Debentures acquired directly from the Issuers Issuer or any of their respective its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers offers, such as the Exchange Offer that Offer, that, in the reasonable opinion of counsel to the Issuers Issuer, raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Issuers Issuer hereby agree agrees to seek a no-action letter or other favorable decision from the Commission staff allowing the Issuers Issuer to Consummate an Exchange Offer for such Transfer Restricted Securities. In connection with the foregoing, the Issuers The Issuer hereby agree agrees to take all actions as may be required use its reasonable best efforts in connection with pursuing the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering a decision to the Commission staff an analysis prepared by counsel to the 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 a resolution (which need not be favorable) by the Commission stafflevel.
(ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the AuthorityIssuer, prior to the Consummation of the Exchange Offer, a written representation to the Authority Issuer (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 Debentures received by such Holder will be acquired in the ordinary course of the Issuersits 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 Exchange Securities to be issued in Series A Debentures or the Exchange Offer and Series B Debentures within the meaning of the Act, (C) it if the Holder is acquiring not a Broker-Dealer or is a Broker-Dealer but will not receive Series B Debentures for its own account in exchange for Series A Debentures, neither the Exchange Securities Holder nor any such other Person is engaged in its ordinary course of business. As a condition to its participation in the Exchange Offer, each Holder using the Exchange Offer or intends to participate in a distribution of the Exchange Securities shall acknowledge Series B Debentures, and agree that, if the resales are of Exchange Securities obtained by (D) that such Holder is not an Affiliate of the Issuer. If the Holder is a Broker-Dealer that will receive Series B Debentures for its own account in exchange for Securities acquired directly from the Issuers or an Affiliate thereofSeries A Debentures, it (1) could not, under Commission policy will represent that the Debentures to be exchanged for the Series B Debentures were acquired by it as in effect on the date a result of this Agreement, rely on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993market-making activities or other trading activities, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with will acknowledge that it will deliver a prospectus meeting the registration and prospectus delivery requirements of the Act in connection with any resale of such Series B Debentures. It is understood that, by acknowledging that it will deliver, and by delivering, a secondary prospectus meeting the requirements of the Act in connection with any resale transaction and of such Series B Debentures, the Holder is not admitting that such a secondary resale transaction must be covered by it is an effective registration statement containing "underwriter" within the selling security holder information required by Item 507 or 508, as applicable, meaning of Regulation S-K.the Act.
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Issuers Issuer shall provide a supplemental letter to the Commission (A) stating that the Issuers are Issuer is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and Morg▇▇ ▇▇▇n▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) ), as interpreted in the Commission’s '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 Issuers have Issuer has not entered into any arrangement or understanding with any person Person to distribute the Exchange Securities Series B Debentures to be received in the Exchange Offer and that, to the best of the Issuers’ Issuer's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities Series B Debentures in its ordinary course of business and has no arrangement or understanding with any person Person to participate in the distribution of the Exchange Securities Series B 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, if applicable.
Appears in 1 contract
Sources: Registration Rights Agreement (Thermadyne Holdings Corp /De)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Issuers shall (x) comply with all applicable provisions of Section 6(c) below, (y) use their commercially respective reasonable best efforts to effect such exchange and to permit the resale of Exchange Securities Notes by Broker-Dealers that tendered in the Exchange Offer the Securities Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Securities Initial Notes acquired directly from the any Issuers or any of their respective Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Issuers raises a substantial question as to whether the Exchange Offer is permitted by applicable federal lawlaw (or, in the reasonable opinion of such counsel, there is a substantial question as to whether an Exchange Offer is permitted with respect to Additional Dividend Notes), the Issuers hereby agree to seek a no-action letter or other favorable decision from the Commission staff allowing the Issuers to Consummate an Exchange Offer for such Transfer Restricted Securities. The Issuers hereby agree 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 Issuers hereby agree to take all such other actions (other than such actions as may be commercially unreasonable) as may be 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 Issuers 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.
(ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the AuthorityIssuers, prior to the Consummation of the Exchange Offer, a written representation to the Authority Issuers (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 of the Issuerseither Issuer or a Broker-Dealer tendering Initial Notes acquired directly from either Issuer for its own account, (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 Exchange Securities to be issued in Initial Notes or the Exchange Offer and Notes within the meaning of the Act, (C) it if the Holder is acquiring not a Broker-Dealer or is a Broker-Dealer but will not receive Exchange Notes for its own account in exchange for Initial Notes, neither the Exchange Securities Holder nor any such other Person is engaged in its ordinary course of business. As a condition to its participation in the Exchange Offer, each Holder using the Exchange Offer or intends to participate in a distribution of the Exchange Securities shall acknowledge Notes, and agree that, if the resales are of (D) any Exchange Securities obtained Notes received by such Holder will be acquired in the ordinary course of its business. If the Holder is a Broker-Dealer that will receive Exchange Notes for its own account in exchange for Securities acquired directly from the Issuers or an Affiliate thereofInitial Notes, it (1) could not, under Commission policy will represent that the Initial Notes to be exchanged for the Exchange Notes were acquired by it as in effect on the date a result of this Agreement, rely on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993market-making activities or other trading activities, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with will acknowledge that it will deliver a prospectus meeting the registration and prospectus delivery requirements of the Act in connection with any resale of such Exchange Notes. It is understood that, by acknowledging that it will deliver, and by delivering, a secondary prospectus meeting the requirements of the Act in connection with any resale transaction and of such Exchange Notes, the Holder is not admitting that such a secondary resale transaction must be covered by it is an effective registration statement containing “underwriter” within the selling security holder information required by Item 507 or 508, as applicable, meaning of Regulation S-K.the Act.
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Issuers shall provide a supplemental letter to the Commission (A) stating that the Issuers are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and ), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 (iSection 6(a)(i) above, (B) including a representation that the Issuers have not neither Issuer has entered into any arrangement or understanding with any person Person to distribute the Exchange Securities Notes to be received in the Exchange Offer and that, to the best of the Issuers’ each Issuer’s information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities Notes in its ordinary course of business and has no arrangement or understanding with any person Person to participate in the distribution of the Exchange Securities 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 (iSection 6(a)(i) above, if applicable.
Appears in 1 contract
Sources: Registration Rights Agreement (Equistar Funding Corp)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Issuers Company and the Guarantors shall (x) comply with all applicable provisions of Section 6(c) below, (y) use all of their respective commercially reasonable best efforts to effect such exchange and to permit the resale for up to 180 days from the date on which the Exchange Offer is Consummated of Exchange Securities Notes by Broker-Dealers that tendered Initial Notes in the Exchange Offer the Securities that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Securities Initial Notes acquired directly from the Issuers Company or any of their respective its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been announced a change in applicable law or Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Issuers Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Issuers Company and the Guarantors hereby agree to seek a no-action letter or other favorable decision from the Commission staff allowing the Issuers Company and the Guarantors to Consummate an Exchange Offer for such Transfer Restricted Securities. In connection with the foregoing, the Issuers Company and the Guarantors hereby agree to take all such actions as may be reasonably 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 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 a resolution (which need not be favorable) by the Commission staff.
(ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the AuthorityCompany, prior to the Consummation of the Exchange Offer, a written representation to the Authority Company and the 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 IssuersCompany, (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 Exchange Securities Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Notes in its ordinary course of business. As a condition to its participation in the Exchange Offer, each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities Notes shall acknowledge and agree that, if the resales are of Exchange Securities Notes obtained by such Holder in exchange for Securities Initial Notes acquired directly from the Issuers Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of this Agreement, rely on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ 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 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.
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Issuers Company and the Guarantors shall provide a supplemental letter to the Commission (A) stating that the Issuers 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 ▇), M▇▇▇▇▇ ▇S▇▇▇▇▇▇ 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 Issuers Company has nor the Guarantors have not entered into any arrangement or understanding with any person Person to distribute the Exchange Securities Notes to be received in the Exchange Offer and that, to the best of the IssuersCompany’s and the Guarantors’ information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities Notes in its ordinary course of business and has no arrangement or understanding with any person Person to participate in the distribution of the Exchange Securities 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 (Superior Energy Services Inc)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Issuers shall (x) comply with all applicable provisions of Section 6(c) below, (y) use their commercially reasonable best efforts to effect such exchange and to permit the resale of Exchange Securities Series B Notes by Broker-Dealers that tendered in the Exchange Offer the Securities Series A Notes that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Securities Series A Notes acquired directly from the Issuers or any of their respective Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Issuers raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Issuers hereby agree to seek a no-action letter or other favorable decision from the Commission staff allowing the Issuers to Consummate an Exchange Offer for such Transfer Restricted Securities. The Issuers hereby agree to pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Issuers hereby agree to take all such other actions as may be 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 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 a resolution (which need not be favorable) by the Commission staff.
(ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the AuthorityIssuers, prior to the Consummation of the Exchange Offer, a written representation to the Authority 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 Issuers, (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 Exchange Securities Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Series B Notes in its ordinary course of business. As a condition to its participation in the Exchange Offer, each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities Series B Notes shall acknowledge and agree that, if the resales are of Exchange Securities Series B Notes obtained by such Holder in exchange for Securities Series A Notes acquired directly from the Issuers or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of this Agreement, rely on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 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.
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Issuers shall provide a supplemental letter to the Commission (A) stating that the Issuers are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and ), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 Issuers have not neither Issuer has entered into any arrangement or understanding with any person Person to distribute the Exchange Securities Series B Notes to be received in the Exchange Offer and that, to the best of the Issuers’ information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities Series B Notes in its ordinary course of business and has no arrangement or understanding with any person Person to participate in the distribution of the Exchange Securities 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.
Appears in 1 contract
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Issuers Company shall (x) comply with all applicable provisions of Section 6(c) below, (y) use their its commercially reasonable best efforts to effect such exchange and to permit the resale of Exchange Securities Notes by Broker-Dealers that tendered in the Exchange Offer the Securities Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Securities Initial Notes acquired directly from the Issuers Company or any of their respective its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Issuers Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Issuers Company hereby agree agrees either to (x) seek a no-action letter or other favorable decision from the Commission staff allowing the Issuers Company to Consummate an Exchange Offer for such Transfer Restricted Securities, or (y) use its commercially reasonable efforts to file a Shelf Registration Statement pursuant to Rule 415 under the Act, in accordance with Section 4(a) hereof, to permit the registration and/or resale of the Transfer Restricted Securities that would otherwise be covered by the Exchange Offer Registration Statement but for the announcement of a change in Commission policy. In the case of clause (x) above, the Company hereby agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take action not commercially reasonable to affect a change of Commission policy. In connection with the foregoing, the Issuers Company hereby agree agrees to take all such other actions as may be reasonably 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 Issuers Company 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 a resolution (which need not be favorable) by the Commission staff.
(ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the AuthorityCompany, prior to the Consummation of the Exchange Offer, a written representation to the Authority Company (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 IssuersCompany, (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 Exchange Securities Notes to be issued in the Exchange Offer and Offer, (C) it is acquiring the Exchange Securities Notes in its ordinary course of its business, and (D) only if such Holder is a Broker-Dealer that will receive Exchange Notes in exchange for Initial Notes that such Broker-Dealer acquired for its own account as a result of market making or other trading activities, it will deliver a Prospectus (or, to the extent permitted by applicable law, make available a Prospectus to purchasers) in connection with any resale 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 Exchange Securities Notes shall acknowledge and agree that, if the resales are of Exchange Securities Notes obtained by such Holder in exchange for Securities Initial Notes acquired directly from the Issuers Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of this Agreement, rely on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 (available 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 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.
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall provide a supplemental letter to the Commission (A) stating that the Issuers are 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 ), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) as interpreted in the Commission’s letter to Shearman & Sterling dated (available July 2, 1993, ) and, if applicable, any no-action letter obtained pursuant to clause (i) above, above (B) including a representation that the Issuers have Company has not entered into any arrangement or understanding with any person Person to distribute the Exchange Securities Notes to be received in the Exchange Offer and that, to the best of the Issuers’ Company’s information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities Notes in its ordinary course of business and has no arrangement or understanding with any person Person to participate in the distribution of the Exchange Securities Notes received in the Exchange Offer Offer, and (C) including 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 (Huntington Bancshares Inc /Md/)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Issuers and the Guarantors shall (x) comply with all applicable provisions of Section 6(c) below, (y) shall use their commercially reasonable respective best efforts to effect such exchange and to permit the resale sale of Exchange Broker- Dealer Transfer Restricted Securities by Broker-Dealers that tendered in the Exchange Offer the Securities that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Securities acquired directly from the Issuers or any of their respective Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) shall comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been announced published a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, such that in the reasonable opinion of counsel to the Issuers raises there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Issuers and the Guarantors hereby agree to seek a no-action letter or other favorable decision from the Commission staff allowing the Issuers and the Guarantors to Consummate an Exchange Offer for such Transfer Restricted SecuritiesNotes. The Issuers and the Guarantors hereby agree to pursue the issuance of such a decision to the Commission staff level, but shall not be required to take commercially unreasonable actions to effect a change of Commission policy. In connection with the foregoing, the Issuers and the Guarantors hereby agree to take all such other actions as may be 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 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 a resolution (which need not be favorable) by the Commission staffstaff of such submission.
(ii) As a condition to its participation in the Exchange OfferOffer 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 AuthorityIssuers, prior to the Consummation of the Exchange Offer, a written representation to the Authority 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 affiliate of either of the Issuers, (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 Exchange Securities Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Notes in its ordinary course of business. As a condition to its participation in the Exchange Offer, each 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 Securities shall acknowledge and agree that, if the resales are of Exchange Securities obtained by such Holder in exchange for Securities acquired directly from the Issuers or an Affiliate thereof, it 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 Exxon Capital Holdings Corporation (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 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.
(iii) Prior to effectiveness K if the resales are of the Exchange Offer Registration Statement, Notes obtained by such Holder in exchange for Notes acquired by such Holder directly from the Issuers shall provide a supplemental letter to the Commission (A) stating that the Issuers are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 Issuers have not entered into any arrangement or understanding with any person to distribute the Exchange Securities to be received in the Exchange Offer and that, to the best of the Issuers’ information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Securities 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 applicablean affiliate thereof.
Appears in 1 contract
Sources: Registration Rights Agreement (Grand Canal Shops Mall Construction LLC)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Issuers Authority shall (x) comply with all applicable provisions of Section 6(c) below, (y) use their commercially reasonable its best efforts to effect such exchange and to permit the resale of Senior Subordinated Exchange Securities Notes by Broker-Dealers that tendered in the Exchange Offer the Securities Initial Senior Subordinated Notes that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Securities Initial Senior Subordinated Notes acquired directly from the Issuers Authority or any of their respective its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Issuers Authority raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Issuers Authority hereby agree agrees to seek a no-action letter or other favorable decision from the Commission staff allowing the Issuers Authority to Consummate an a Exchange Offer for such Transfer Restricted Securities. In connection with the foregoing, the Issuers Authority hereby agree agrees to take all actions as may be 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 Issuers Authority 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.
(ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Broker Dealer) shall furnish, upon the request of the Authority, prior to the Consummation of the Exchange Offer, a written representation to the Authority (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 IssuersAuthority, (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 Senior Subordinated Exchange Securities Notes to be issued in the Exchange Offer and (C) it is acquiring the Senior Subordinated Exchange Securities Notes in its ordinary course of business. As a condition to its participation in the Exchange Offer, each Holder using the Exchange Offer to participate in a distribution of the Senior Subordinated Exchange Securities Notes shall acknowledge and agree that, if the resales are of Senior Subordinated Exchange Securities Notes obtained by such Holder in exchange for Securities Initial Senior Subordinated Notes acquired directly from the Issuers Authority or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of this Agreement, rely on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991), 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 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.
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Issuers Authority shall provide a supplemental letter to the Commission (A) stating that the Issuers are Authority is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) as interpreted in the Commission’s '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 Issuers have Authority has not entered into any arrangement or understanding with any person to distribute the Senior Subordinated Exchange Securities Notes to be received in the Exchange Offer and that, to the best of the Issuers’ Authority's information and belief, each Holder participating in the Exchange Offer is acquiring the Senior Subordinated Exchange Securities Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Senior Subordinated Exchange Securities 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 (Mohegan Tribal Gaming Authority)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Issuers Issuer shall (x) comply with all applicable provisions of Section 6(c) belowhereof, (y) use their commercially its reasonable best efforts to effect such exchange and to permit the resale of Exchange Securities Series B Notes by Broker-Dealers that tendered in the Exchange Offer the Securities Series A Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Securities Series A Notes acquired directly from the Issuers Issuer or any of their respective its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers offers, such as the Exchange Offer that Offer, that, in the reasonable opinion of counsel to the Issuers Issuer, raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Issuers Issuer hereby agree agrees to seek a no-action letter or other favorable decision from the Commission staff allowing the Issuers Issuer to Consummate an Exchange Offer for such Transfer Restricted Securities. In connection with the foregoing, the Issuers The Issuer hereby agree agrees to take all actions as may be required use its reasonable best efforts in connection with pursuing the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering a decision to the Commission staff an analysis prepared by counsel to the 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 a resolution (which need not be favorable) by the Commission stafflevel.
(ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the AuthorityIssuer, prior to the Consummation of the Exchange Offer, a written representation to the Authority Issuer (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 Issuersits 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 Exchange Securities to be issued in Series A Notes or the Exchange Offer and Series B Notes within the meaning of the Act, (C) it if the Holder is acquiring not a Broker-Dealer or is a Broker-Dealer but will not receive Series B Notes for its own account in exchange for Series A Notes, neither the Exchange Securities Holder nor any such other Person is engaged in its ordinary course of business. As a condition to its participation in the Exchange Offer, each Holder using the Exchange Offer or intends to participate in a distribution of the Exchange Securities shall acknowledge Series B Notes, and agree that, if the resales are of Exchange Securities obtained by (D) that such Holder is not an Affiliate of the Issuer. If the Holder is a Broker-Dealer that will receive Series B Notes for its own account in exchange for Securities acquired directly from the Issuers or an Affiliate thereofSeries A Notes, it (1) could not, under Commission policy will represent that the Notes to be exchanged for the Series B Notes were acquired by it as in effect on the date a result of this Agreement, rely on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993market-making activities or other trading activities, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with will acknowledge that it will deliver a prospectus meeting the registration and prospectus delivery 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 secondary prospectus meeting the requirements of the Act in connection with any resale transaction and of such Series B Notes, the Holder is not admitting that such a secondary resale transaction must be covered by it is an effective registration statement containing "underwriter" within the selling security holder information required by Item 507 or 508, as applicable, meaning of Regulation S-K.the Act.
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Issuers Issuer shall provide a supplemental letter to the Commission (A) stating that the Issuers are Issuer is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation EXXON CAPITAL HOLDINGS CORPORATION (available May 13, 7 10 1988) and MORG▇▇ ▇▇▇N▇▇▇ ▇▇▇▇▇▇▇ and Co.CO., Inc. INC. (available June 5, 1991) ), as interpreted in the Commission’s 's letter to Shearman SHEARMAN & Sterling STERLING dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that the Issuers have Issuer has not entered into any arrangement or understanding with any person Person to distribute the Exchange Securities Series B Notes to be received in the Exchange Offer and that, to the best of the Issuers’ Issuer's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities Series B Notes in its ordinary course of business and has no arrangement or understanding with any person Person to participate in the distribution of the Exchange Securities 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.
Appears in 1 contract
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Issuers and the Parent shall (xi) comply with all applicable of the provisions of Section 6(c) below, (yii) use their commercially respective reasonable best efforts to effect such exchange and to permit the resale sale of Exchange Transfer Restricted Securities by Broker-Dealers that tendered in the Exchange Offer the Securities that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Securities acquired directly from the Issuers or any of their respective Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (ziii) comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Issuers raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Issuers and Parent hereby agree to seek a no-action letter or other favorable decision from the Commission staff allowing the Issuers and the Parent to Consummate an Exchange Offer for such Transfer Restricted Securities. The Issuers and the Parent hereby agree 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 Issuers and the Parent hereby agree to take all such other actions as may be 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 CommissionCommission staff, (B) delivering to the Commission staff an analysis prepared by counsel to the 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 a resolution (which need not be favorable) by the Commission staff.
(ii) As a condition to its participation in the Exchange OfferOffer 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 AuthorityIssuers, prior to the Consummation of the Exchange Offer, a written representation to the Authority 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 Issuers, (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 Exchange New Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange New Securities in its ordinary course of business. As a condition to its participation In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ and the Parent’s preparations for the Exchange Offer, each . 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 Securities shall acknowledge and agree that, if the resales are of Exchange Securities obtained by such Holder in exchange for Securities acquired directly from the Issuers or an Affiliate thereof, it 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 Exxon Capital Holdings Corporation (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 (includingincluding ▇▇▇▇▇ & ▇▇▇▇ LLP (available February 7, if applicable1997), and 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 Registration Statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K.
(iii) Prior to effectiveness K if the resales are of the Exchange Offer Registration Statement, the Issuers shall provide a supplemental letter to the Commission (A) stating that the Issuers are registering the Exchange Offer New Securities obtained by such Holder in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 Issuers have not entered into any arrangement or understanding with any person to distribute the Exchange exchange for Securities to be received in the Exchange Offer and that, to the best of acquired by such Holder directly from the Issuers’ information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Securities 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 (Alliance Laundry Systems LLC)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Issuers Company shall (x) comply with all applicable provisions of Section 6(c) below, (y) use their commercially its reasonable best efforts to effect such exchange and to permit the resale of Exchange Securities Series B Notes by any Broker-Dealers Dealer that tendered Series A Notes in the Exchange Offer the Securities that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Securities Series A Notes acquired directly from the Issuers Company or any of their respective its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Issuers Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Issuers Company hereby agree agrees to seek a no-action letter or other favorable decision from the Commission staff allowing the Issuers Company to Consummate an Exchange Offer for such Transfer Restricted Securities. The Company hereby agrees to pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Issuers Company hereby agree agrees to take all such other actions as may be 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 CommissionCommission staff, (B) delivering to the Commission staff an analysis prepared by counsel to the Issuers 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.
(ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Broker Dealer) shall furnish, upon the request of the AuthorityCompany, prior to the Consummation of the Exchange Offer, a written representation to the Authority Company (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 IssuersCompany, (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 Exchange Securities Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Series B Notes in its ordinary course of business. As a condition to its participation in the Exchange Offer, each Each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities shall Series B Notes will be required to acknowledge and agree that, if the resales are of Exchange Securities Series B Notes obtained by such Holder in exchange for Securities Series A Notes acquired directly from the Issuers Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of this Agreement, rely on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 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.
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall provide a supplemental letter to the Commission (A) stating that the Issuers are 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 ), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) as interpreted in the Commission’s '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 Issuers have Company has not entered into any arrangement or understanding with any person Person to distribute the Exchange Securities Series B Notes to be received in the Exchange Offer and that, to the best of the Issuers’ Company's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities Series B Notes in its ordinary course of business and has no arrangement or understanding with any person Person to participate in the distribution of the Exchange Securities 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.
Appears in 1 contract
Sources: Registration Rights Agreement (Windsor Woodmont Black Hawk Resort Corp)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Issuers shall (xi) comply with all applicable provisions of Section 6(c) belowhereof, (yii) use their commercially reasonable respective best efforts to effect such exchange and to permit the resale of Exchange Securities Series B Notes by Broker-Dealers that tendered in the Exchange Offer the Securities Series A Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Securities Series A Notes acquired directly from the Issuers or any of their respective Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (ziii) comply with all of the following provisions:
(iA) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Issuers raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Issuers hereby agree to seek a no-action letter or other favorable decision from the Commission staff allowing the Issuers to Consummate an Exchange Offer for such Transfer Restricted Securities. The Issuers hereby agree to pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Issuers hereby agree to take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A1) participating in telephonic conferences with the Commission, (B2) delivering to the Commission staff an analysis prepared by counsel to the Issuers setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C3) diligently pursuing a resolution (which need not be favorable) by the Commission staff.
(iiB) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the AuthorityIssuers, prior to the Consummation of the Exchange Offer, a written representation to the Authority Issuers (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A1) it is not an Affiliate of the Issuers, (B2) 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 Exchange Securities Series B Notes to be issued in the Exchange Offer and (C3) it is acquiring the Exchange Securities Series B Notes in its ordinary course of business. As a condition to its participation in the Exchange Offer, Offer each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities Series B Notes shall acknowledge and agree that, if the resales are of Exchange Securities Series B Notes obtained by such Holder in exchange for Securities Series A Notes acquired directly from the Issuers or an Affiliate thereof, it (1x) could not, under Commission policy as in effect on the date of this Agreement, rely on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Morgan Stanley and Co., Inc. (available June 5, 1991) ▇▇▇ E▇▇▇▇ ▇▇pital 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 (ia)(iii)(A) aboveof this Section 6), and (2y) must comply with the registration and prospectus delivery requirements of the 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.
(iiiC) Prior to effectiveness of the Exchange Offer Registration Statement, the Issuers shall provide a supplemental letter to the Commission (A1) stating that the Issuers are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ), Morgan Stanley and Co., Inc. (available June 5, 1991) as interpreted ▇▇ ▇n▇▇▇▇▇▇▇ed in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (ia)(iii)(A) aboveof this Section 6, (B2) including a representation that the Issuers have not neither Issuer has entered into any arrangement or understanding with any person Person to distribute the Exchange Securities Series B Notes to be received in the Exchange Offer and that, to the best of the Issuers’ each Issuer's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities Series B Notes in its ordinary course of business and has no arrangement or understanding with any person Person to participate in the distribution of the Exchange Securities Series B Notes received in the Exchange Offer and (C3) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (ia)(iii)(A) aboveof this Section 6, if applicable.
Appears in 1 contract
Sources: Registration Rights Agreement (Hammons John Q Hotels Lp)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Issuers Company shall (x) comply with all applicable provisions of Section 6(c) below, (y) use their its commercially reasonable best efforts to effect such exchange and to permit the resale of Exchange Securities Notes by Broker-Dealers that tendered in the Exchange Offer the Securities Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Securities Initial Notes acquired directly from the Issuers Company or any of their respective its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Issuers Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Issuers Company hereby agree agrees either to (x) seek a no-action letter or other favorable decision from the Commission staff allowing the Issuers Company to Consummate an Exchange Offer for such Transfer Restricted Securities, or (y) use its commercially reasonable efforts to file a Shelf Registration Statement pursuant to Rule 415 under the Act, in accordance with Section 4(a) hereof, to permit the registration and/or resale of the Transfer Restricted Securities that would otherwise be covered by the Exchange Offer Registration Statement but for the announcement of a change in Commission policy. In the case of clause (x) above, the Company hereby agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take action not commercially reasonable to affect a change of Commission policy. In connection with the foregoing, the Issuers Company hereby agree agrees to take all such other actions as may be reasonably 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 Issuers Company 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 a resolution (which need not be favorable) by the Commission staff.
(ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the AuthorityCompany, prior to the Consummation of the Exchange Offer, a written representation to the Authority Company (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 IssuersCompany, (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 Exchange Securities Notes to be issued in the Exchange Offer and Offer, (C) it is acquiring the Exchange Securities Notes in its ordinary course of its business, and (D) only if such Holder is a Broker-Dealer that will receive Exchange Notes in exchange for Initial Notes that such Broker-Dealer acquired for its own account as a result of market making or other trading activities, it will deliver a Prospectus (or, to the extent permitted by applicable law, make available a Prospectus to purchasers) in connection with any resale 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 Exchange Securities Notes shall acknowledge and agree that, if the resales are of Exchange Securities Notes obtained by such Holder in exchange for Securities Initial Notes acquired directly from the Issuers Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of this Agreement, rely on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 (available 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 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.
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall provide a supplemental letter to the Commission (A) stating that the Issuers are 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 ), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) as interpreted in the Commission’s letter to Shearman & Sterling dated (available July 2, 1993, ) and, if applicable, any no-action letter obtained pursuant to clause (i) above, above (B) including a representation that the Issuers have Company has not entered into any arrangement or understanding with any person Person to distribute the Exchange Securities Notes to be received in the Exchange Offer and that, to the best of the Issuers’ Company’s information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities Notes in its ordinary course of business and has no arrangement or understanding with any person Person to participate in the distribution of the Exchange Securities Notes received in the Exchange Offer Offer, and (C) including 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
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Issuers shall (x) comply with all applicable provisions of Section 6(c) below, (y) use their commercially reasonable best efforts to effect such exchange and to permit the resale of Exchange Securities by Broker-Dealers that tendered in the Exchange Offer the Securities that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Securities acquired directly from the Issuers or any of their respective Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions:
(i) If, following the date hereof, there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer that in the reasonable opinion of counsel to the Issuers raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Issuers hereby agree to seek a no-action letter or other favorable decision from the Commission staff allowing the Issuers to Consummate an Exchange Offer for such Transfer Restricted Securities. In connection with the foregoing, the Issuers hereby agree to take all actions as may be 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 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 a resolution (which need not be favorable) by the Commission staff.
(ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the Authority, prior to the Consummation of the Exchange Offer, a written representation to the Authority (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 Issuers, (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 Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course of business. As a condition to its participation in the Exchange Offer, each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities shall acknowledge and agree that, if the resales are of Exchange Securities obtained by such Holder in exchange for Securities acquired directly from the Issuers or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of this Agreement, rely on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991), 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 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.
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Issuers shall provide a supplemental letter to the Commission (A) stating that the Issuers are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 Issuers have not entered into any arrangement or understanding with any person to distribute the Exchange Securities to be received in the Exchange Offer and that, to the best of the Issuers’ information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Securities received in the Exchange Offer and (C) any other undertaking undertak- ing 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 (Mohegan Tribal Gaming Authority)
Exchange Offer Registration Statement. In connection with the ------------------------------------- Exchange Offer, the Issuers Company shall (x) comply with all applicable provisions of Section 6(c) below, (y) shall use their commercially reasonable its best efforts to effect such exchange and to permit the resale sale of Exchange Securities by Broker-Dealers that tendered in the Exchange Offer the Securities that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Issuers or any of their respective Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) shall comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been announced published a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, such that in the reasonable opinion of counsel to the Issuers raises Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Issuers Company hereby agree agrees to seek a no-action letter or other favorable decision from the Commission staff allowing the Issuers Company to Consummate an Exchange Offer for such Transfer Restricted SecuritiesSeries A Notes. The Company hereby agrees to pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Issuers Company hereby agree agrees to take all such other actions as may be 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 Issuers 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 staffstaff of such submission.
(ii) As a condition to its participation in the Exchange OfferOffer 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 AuthorityCompany, prior to the Consummation of the Exchange Offer, a written representation to the Authority Company (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 IssuersCompany, (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 Exchange Securities Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Series B Notes in its ordinary course of business. As a condition to its participation in the Exchange Offer, each 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 Securities shall acknowledge and agree that, if the resales are of Exchange Securities obtained by such Holder in exchange for Securities acquired directly from the Issuers or an Affiliate thereof, it 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 Exxon Capital Holdings Corporation (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 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.K if the resales are of Series B Notes obtained by such Holder in exchange for 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 Issuers Company shall provide a supplemental letter to the Commission (A) stating that the Issuers are 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 ), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 Issuers have Company has not entered into any arrangement or understanding with any person Person to distribute the Exchange Securities Series B Notes to be received in the Exchange Offer and that, to the best of the Issuers’ Company's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities Series B Notes in its ordinary course of business and has no arrangement or understanding with any person Person to participate in the distribution of the Exchange Securities 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.
Appears in 1 contract
Sources: Notes Registration Rights Agreement (Centennial Communications Corp)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Issuers Holdings shall (x) comply with all applicable provisions of Section 6(c) below, (y) use their commercially reasonable its best efforts to effect such exchange and to permit the resale of Exchange Securities New Discount Notes by Broker-Dealers that tendered Discount Notes in the Exchange Offer the Securities that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Securities Discount Notes acquired directly from the Issuers Holdings or any of their respective its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Issuers Holdings raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Issuers Holdings hereby agree agrees to seek a no-action letter or other favorable decision from the Commission staff allowing the Issuers Holdings to Consummate an Exchange Offer for such Transfer Restricted Securities. Holdings hereby agrees to pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Issuers Holdings hereby agree agrees to take all such other actions as may be 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 Issuers Holdings 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 a resolution (which need not be favorable) by the Commission staff.
(ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Broker Dealer) shall furnish, upon the request of the AuthorityHoldings, prior to the Consummation of the Exchange Offer, a written representation to the Authority 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 IssuersHoldings, (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 Exchange Securities New Discount Notes to be issued in the Exchange Offer Offer, and (C) it is acquiring the Exchange Securities New Discount Notes in its ordinary course of business. As a condition to its participation in the Exchange Offer, each Each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities shall acknowledge New Discount Notes hereby acknowledges and agree agrees that, if the resales are of Exchange Securities New Discount Notes obtained by such Holder in exchange for Securities the Discount Notes acquired directly from the Issuers Holdings or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of this Agreement, rely 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 '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 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.
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Issuers Holdings shall provide a supplemental letter to the Commission (A) stating that Holdings and the Issuers Guarantors are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation EXXON CAPITAL HOLDINGS CORPORATION (available May 13, 1988) and ), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co.AND CO., Inc. INC. (available June 5, 1991) ), as interpreted in the Commission’s 's letter to Shearman SHEARMAN & Sterling STERLING dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that the Issuers have neither Holdings has not entered into any arrangement or understanding with any person Person to distribute the Exchange Securities New Discount Notes to be received in the Exchange Offer and that, to the best of the Issuers’ Holdings's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities New Discount Notes in its ordinary course of business and has no arrangement or understanding with any person Person to participate in the distribution of the Exchange Securities New Discount Notes received in the Exchange Offer Offer, and (C) making 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 (American Lawyer Media Holdings Inc)
Exchange Offer Registration Statement. In connection with the ------------------------------------- Exchange Offer, the Issuers Issuer shall (x) comply with all applicable provisions of Section 6(c) below, (y) use their commercially its reasonable best efforts to effect such exchange and to permit the resale of Exchange Securities Notes by Broker-Dealers that tendered in the Exchange Offer the Securities Notes that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Securities Notes acquired directly from the Issuers Issuer or any of their respective its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Issuers Issuer raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Issuers Issuer hereby agree agrees to seek a no-action letter or other favorable decision from the Commission staff allowing the Issuers Issuer to Consummate an Exchange Offer for such Transfer Restricted Securities. The Issuer hereby agrees to pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Issuers Issuer hereby agree agrees to take all such other actions as may be 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 Issuers 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 a resolution (which need not be favorable) by the Commission staff.
(ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the AuthorityIssuer, prior to the Consummation of the Exchange Offer, a written representation to the Authority 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 IssuersIssuer, (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 Exchange Securities Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Notes in its ordinary course of business. As a condition to its participation in the Exchange Offer, each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities Notes shall acknowledge and agree that, if the resales are of Exchange Securities Notes obtained by such Holder in exchange for Securities Notes acquired directly from the Issuers Issuer or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of this Agreement, rely on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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-no- action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the 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.
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Issuers Issuer shall provide a supplemental letter to the Commission (A) stating that the Issuers are Issuer is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings ---------------------- Corporation (available May 13, 1988) and ), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. ----------- --------------------- (available June 5, 1991) as interpreted in the Commission’s '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 Issuers have not neither Issuer has entered into any arrangement or understanding with any person Person to distribute the Exchange Securities Notes to be received in the Exchange Offer and that, to the best of the Issuers’ Issuer's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities Notes in its ordinary course of business and has no arrangement or understanding with any person Person to participate in the distribution of the Exchange Securities 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 (Insight Communications Co Inc)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Issuers Company shall (x) comply with all applicable provisions of Section 6(c) below, (y) use their commercially reasonable its best efforts to effect such exchange and to permit the resale of Exchange Securities New Senior Subordinated Notes by Broker-Dealers that tendered in the Exchange Offer the Securities Senior Subordinated Notes that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Securities Senior Subordinated Notes acquired directly from the Issuers Company or any of their respective its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Issuers Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Issuers Company hereby agree agrees to seek a no-action letter or other favorable decision from the Commission staff allowing the Issuers Company to Consummate an Exchange Offer for such Transfer Restricted Securities. The Company hereby agrees to pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Issuers Company hereby agree agrees to take all such other actions as may be 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 Issuers Company setting forth the legal bases, if any, upon which such counsel has concluded that such an 9 Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff.
(ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Broker Dealer) shall furnish, upon the request of the AuthorityCompany, prior to the Consummation of the Exchange Offer, a written representation to the Authority Company (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 IssuersCompany, (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 Exchange Securities New Senior Subordinated Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities New Senior Subordinated Notes in its ordinary course of business. As a condition to its participation in the Exchange Offer, Offer each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities New Senior Subordinated Notes shall acknowledge and agree that, if the resales are of Exchange Securities New Senior Subordinated Notes obtained by such Holder in exchange for Securities Senior Subordinated Notes acquired directly from the Issuers Company or an Affiliate thereof, it (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▇▇▇ ▇▇▇ Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991), 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 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.
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall provide a supplemental letter to the Commission (A) stating that the Issuers are 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 ), Morg▇▇ ▇▇▇n▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) as interpreted in the Commission’s '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 Issuers have Company has not entered into any arrangement or understanding with any person Person to distribute the Exchange Securities New Senior Subordinated Notes to be received in the Exchange Offer and that, to the best of the Issuers’ Company's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities New Senior Subordinated Notes in its ordinary course of business and has no arrangement or understanding with any person Person to participate in the distribution of the Exchange Securities New Senior Subordinated 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.. 10
Appears in 1 contract
Sources: Registration Rights Agreement (Moll Industries Inc)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Issuers shall (x) comply with all applicable provisions of Section 6(c) below, (y) use their all commercially reasonable best efforts to effect such exchange and to permit the resale of Exchange Securities Series B Notes by any Broker-Dealers Dealer that tendered in the Exchange Offer the Securities Series A Notes that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Securities Series A Notes acquired directly from the Issuers Company or any of their respective its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Issuers Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Issuers hereby agree to seek a no-action letter or other favorable decision from the Commission staff allowing the Issuers to Consummate an Exchange Offer for such Transfer Restricted Securities. The Issuers hereby agree to pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Issuers hereby agree to take all such other actions as may be 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 Issuers 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.
(ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Broker Dealer) shall furnish, upon the request of the AuthorityCompany, prior to the Consummation of the Exchange Offer, a written representation to the Authority 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 IssuersCompany, (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 Exchange Securities Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Series B Notes in its ordinary course of business. As a condition to its participation in the Exchange Offer, each Each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities shall acknowledge Series B Notes hereby acknowledges and agree agrees that, if the resales are of Exchange Securities Series B Notes obtained by such Holder in exchange for Securities Notes acquired directly from the Issuers Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of this Agreement, rely on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 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.
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Issuers shall provide a supplemental letter to the Commission (A) stating that the Issuers are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and ), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) as interpreted in the Commission’s '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 Issuers have not entered into any arrangement or understanding with any person Person to distribute the Exchange Securities Series B Notes to be received in the Exchange Offer and that, to the best of the Issuers’ ' information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities Series B Notes in its ordinary course of business and has no arrangement or understanding with any person Person to participate in the distribution of the Exchange Securities 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.
Appears in 1 contract
Sources: Notes Registration Rights Agreement (Pca Valdosta Corp)
Exchange Offer Registration Statement. In connection with the Exchange OfferOffers, the Issuers Company shall (x) comply with all applicable of the provisions of Section 6(c) below, (y) use their commercially its reasonable best efforts to effect such exchange and to permit the resale of Exchange Securities Notes by Broker-Dealers that tendered in the Exchange Offer the Securities Offers, Notes that such Broker-Dealer acquired for its own account as a result of its market-market making activities or as other trading activities (other than Securities Notes acquired directly from the Issuers Company or any of their respective its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Issuers Company raises a substantial question as to whether the any Exchange Offer is permitted by applicable federal law, the Issuers Company hereby agree agrees to seek a no-action letter or other favorable decision from the Commission staff allowing the Issuers Company to Consummate an such Exchange Offer for such Transfer Restricted Securities. The Company agrees to pursue the issuance of such a decision to the Commission staff. In connection with the foregoing, the Issuers hereby agree Company agrees, to take all such other actions as may be 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, Commission and (B) delivering to the Commission staff an analysis prepared by counsel to the Issuers 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 staffpermitted.
(ii) As a condition to its participation in the Exchange OfferOffers, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the AuthorityCompany, prior to the Consummation of the applicable Exchange Offer, a written representation to the Authority Company (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 of the IssuersCompany, (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 Exchange Securities Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Notes in its ordinary course of business. As a condition to its participation in the Exchange Offer, each Each Holder using the an Exchange Offer to participate in a distribution of the Exchange Securities Notes shall acknowledge and agree that, if the resales are of Exchange Securities Notes obtained by such Holder in exchange for Securities Notes acquired by such Holder directly from the Issuers Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of this Agreement, Agreement rely on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991), 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 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.K or any successor provisions.
(iii) Prior to effectiveness of the each Exchange Offer Registration Statement, the Issuers Company shall provide a supplemental letter to the Commission (A) stating that the Issuers are Company is registering the related Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 Issuers have not Company nor any Guarantor has entered into any arrangement or understanding with any person Person to distribute the Exchange Securities Notes to be received in the Exchange Offer Offers and that, to the best of the Issuers’ Company’s information and belief, each Holder participating in the Exchange Offer Offers is acquiring the Exchange Securities Notes in its ordinary course of business and has no arrangement or understanding with any person Person to participate in the distribution of the Exchange Securities 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.Offers and
Appears in 1 contract
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Issuers Partnership shall (x) comply with all applicable provisions of Section 6(c) below, (y) use their commercially reasonable its best efforts to effect such exchange and to permit the resale of Exchange Securities New Senior Notes by Broker-Dealers that tendered in the Exchange Offer the Securities Senior Notes that such Broker-Dealer Dealers acquired for its their own account accounts as a result of its market-their market making activities or other trading activities (other than Securities Senior Notes acquired directly from the Issuers Partnership or any of their respective its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Issuers Partnership or counsel to the Initial Purchaser raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Issuers Partnership hereby agree agrees to seek a no-action letter or other favorable decision from the Commission staff allowing the Issuers Partnership to Consummate an Exchange Offer for such Transfer Restricted Securities. The Partnership hereby agrees to pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Issuers Partnership hereby agree agrees to take all such other actions as may be 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 Issuers 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 a resolution (which need not be favorable) by the Commission staff.
(ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the AuthorityPartnership, prior to the Consummation of the Exchange Offer, a written representation to the Authority 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 IssuersPartnership, (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 Exchange Securities New Senior Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities New Senior Notes in its ordinary course of business. As a condition to its participation in the Exchange Offer, each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities New Senior Notes shall acknowledge and agree that, if the resales are of Exchange Securities New Senior Notes obtained by such Holder in exchange for Securities Senior Notes acquired directly from the Issuers Partnership or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of this Agreement, rely on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and Morg▇▇ ▇▇▇n▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991), 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 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.
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Issuers shall provide a supplemental letter to the Commission (A) stating that the Issuers are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 Issuers have not entered into any arrangement or understanding with any person to distribute the Exchange Securities to be received in the Exchange Offer and that, to the best of the Issuers’ information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Securities 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 (Arden Realty Limited Partnership)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Issuers Issuer shall (x) comply with all applicable provisions of Section 6(c) below, (y) use their commercially reasonable its best efforts to effect such exchange and to permit the resale of Exchange Securities Series B Notes by Broker-Dealers that tendered in the Exchange Offer the Securities Series A Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Securities Series A Notes acquired directly from the Issuers Issuer or any of their respective its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Issuers Issuer raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Issuers Issuer hereby agree agrees to seek a no-action letter or other favorable decision from the Commission staff allowing the Issuers Issuer to Consummate an Exchange Offer for such Transfer Restricted Securities. The Issuer hereby agrees to pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Issuers Issuer hereby agree agrees to take all such other actions as may be 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 Issuers 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 a resolution (which need not be favorable) by the Commission staff.
(ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the AuthorityIssuer, prior to the Consummation of the Exchange Offer, a written representation to the Authority 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 IssuersIssuer, (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 Exchange Securities Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Series B Notes in its ordinary course of business. As a condition to its participation in the Exchange Offer, Offer each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities Series B Notes shall acknowledge and agree that, if the resales are of Exchange Securities Series B Notes obtained by such Holder in exchange for Securities Series A Notes acquired directly from the Issuers Issuer or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of this Agreement, rely on the position of the Commission enunciated in Exxon Capital Holdings Corporation EXXON CAPITAL HOLDINGS CORPORATION (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co.AND CO., Inc. INC. (available June 5, 1991), as interpreted in the Commission’s '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 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 Item 508, as applicable, of Regulation S-K.
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Issuers Issuer shall provide a supplemental letter to the Commission (A) stating that the Issuers are Issuer is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation EXXON CAPITAL HOLDINGS CORPORATION (available May 13, 1988) and ), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co.AND CO., Inc. INC. (available June 5, 1991) as interpreted in the Commission’s 's letter to Shearman SHEARMAN & Sterling STERLING dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that the Issuers have Issuer has not entered into any arrangement or understanding with any person Person to distribute the Exchange Securities Series B Notes to be received in the Exchange Offer and that, to the best of the Issuers’ Issuer's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities Series B Notes in its ordinary course of business and has no arrangement or understanding with any person Person to participate in the distribution of the Exchange Securities 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.
Appears in 1 contract
Sources: Registration Rights Agreement (International Specialty Products Inc /New/)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Issuers Company and the Guarantors shall (x) comply with all applicable provisions of Section 6(c) below, (y) use their commercially respective reasonable best efforts to effect such exchange and to permit the resale of Exchange Securities Series B Notes by Broker-Dealers that tendered in the Exchange Offer the Securities Series A Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Securities Series A Notes acquired directly from the Issuers Company or any of their respective its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers offers, such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Issuers Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Issuers Company and the Guarantors hereby agree to seek a no-action letter or other favorable decision from the Commission staff allowing the Issuers Company and the Guarantors to Consummate an Exchange Offer for such Transfer Restricted Securities. In connection with The Company and the foregoing, the Issuers Guarantors hereby agree to take all actions as may be required use their reasonable best efforts in connection with pursuing the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering a decision to the Commission staff an analysis prepared by counsel to the 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 a resolution (which need not be favorable) by the Commission stafflevel.
(ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Broker Dealer) shall furnish, upon the request of the AuthorityCompany, prior to the Consummation of the Exchange Offer, a written representation to the Authority Company and the 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 Issuersits 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 Exchange Securities to be issued in Series A Notes or the Exchange Offer and Series B Notes within the meaning of the Act, (C) it if the Holder is acquiring not a Broker-Dealer or is a Broker-Dealer but will not receive Series B Notes for its own account in exchange for Series A Notes, neither the Exchange Securities Holder nor any such other Person is engaged in its ordinary course of business. As a condition to its participation in the Exchange Offer, each Holder using the Exchange Offer or intends to participate in a distribution of the Exchange Securities shall acknowledge Series B Notes, and agree that, if the resales are of Exchange Securities obtained by (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 Securities acquired directly from the Issuers or an Affiliate thereofSeries A Notes, it (1) could not, under Commission policy will represent that the Series A Notes to be exchanged for the Series B Notes were acquired by it as in effect on the date a result of this Agreement, rely on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993market-making activities or other trading activities, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with will acknowledge that it will deliver a prospectus meeting the registration and prospectus delivery 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 secondary prospectus meeting the requirements of the Act in connection with any resale transaction and of such Series B Notes, the Holder is not admitting that such a secondary resale transaction must be covered by it is an effective registration statement containing "underwriter" within the selling security holder information required by Item 507 or 508, as applicable, meaning of Regulation S-K.the Act.
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Issuers Company and the Guarantors shall provide a supplemental letter to the Commission (A) stating that the Issuers Company and the Guarantors are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation EXXON CAPITAL HOLDINGS CORPORATION (available May 13, 1988) and ), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co.AND CO., Inc. INC. (available June 5, 1991) as interpreted in the Commission’s 's letter to Shearman SHEARMAN & Sterling 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 Issuers have not Company nor any of the Guarantors has entered into any arrangement or understanding with any person Person to distribute the Exchange Securities Series B Notes to be received in the Exchange Offer and that, to the best of the Issuers’ Company's and the Guarantors' information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities Series B Notes in its ordinary course of business and has no arrangement or understanding with any person Person to participate in the distribution of the Exchange Securities 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.
Appears in 1 contract
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Issuers shall (x) comply with all applicable provisions of Section 6(c) below, (y) use their commercially reasonable best efforts to effect such exchange and to permit the resale of Exchange Securities by Broker-Dealers that tendered in the Exchange Offer the Securities that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Securities acquired directly from the Issuers or any of their respective Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions:
(i) If, following the date hereof, there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer that in the reasonable opinion of counsel to the Issuers raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Issuers hereby agree to seek a no-action letter or other favorable decision from the Commission staff allowing the Issuers to Consummate an Exchange Offer for such Transfer Restricted Securities. In connection with the foregoing, the Issuers hereby agree to take all actions as may be 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 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 a resolution (which need not be favorable) by the Commission staff.
(ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the Authority, prior to the Consummation of the Exchange Offer, a written representation to the Authority (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 Issuers, (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 Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course of business. As a condition to its participation in the Exchange Offer, each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities shall acknowledge and agree that, if the resales are of Exchange Securities obtained by such Holder in exchange for Securities acquired directly from the Issuers or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of this Agreement, rely on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991), 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 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.
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Issuers shall provide a supplemental letter to the Commission (A) stating that the Issuers are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ 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 Issuers have not entered into any arrangement or understanding with any person to distribute the Exchange Securities to be received in the Exchange Offer and that, to the best of the Issuers’ information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Securities 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 (Mohegan Tribal Gaming Authority)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Issuers Company shall (x) comply with all applicable provisions of Section 6(c) below, (y) shall use their commercially reasonable its best efforts to effect such exchange and to permit the resale sale of Exchange Securities by Broker-Dealers that tendered in the Exchange Offer the Securities that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Issuers or any of their respective Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) shall comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been announced published a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, such that in the reasonable opinion of counsel to the Issuers raises Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Issuers Company hereby agree agrees to seek a no-action letter or other favorable decision from the Commission staff allowing the Issuers Company to Consummate an Exchange Offer for such Transfer Restricted SecuritiesSeries A Notes. The Company hereby 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 Issuers Company hereby agree agrees to take all such other actions as may be 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 Issuers 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 staffstaff of such submission.
(ii) As a condition to its participation in the Exchange OfferOffer 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 AuthorityCompany, prior to the Consummation of the Exchange Offer, a written representation to the Authority Company (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 IssuersCompany, (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 Exchange Securities Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Series B Notes in its ordinary course of business. As a condition to its participation in the Exchange Offer, each 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 Securities shall acknowledge and agree that, if the resales are of Exchange Securities obtained by such Holder in exchange for Securities acquired directly from the Issuers or an Affiliate thereof, it 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 Morg▇▇ ▇▇▇n▇▇▇ ▇▇▇ Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991), 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 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.as
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall provide a supplemental letter to the Commission (A) stating that the Issuers are 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 ), Morg▇▇ ▇▇▇n▇▇▇ ▇▇▇▇▇▇▇ 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 Issuers have Company has not entered into any arrangement or understanding with any person Person to distribute the Exchange Securities Series B Notes to be received in the Exchange Offer and that, to the best of the Issuers’ Company's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities Series B Notes in its ordinary course of business and has no arrangement or understanding with any person Person to participate in the distribution of the Exchange Securities Series B Notes received in the Exchange Offer and (C) including 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 (Orbital Imaging Corp)
Exchange Offer Registration Statement. (i) In connection with the Exchange OfferOffer or the Private Exchange, as the case may be, the Issuers Issuer shall (xA) comply with all applicable provisions of Section 6(c) below, below and (yB) use their commercially reasonable best efforts to effect such exchange and to permit the resale of Exchange Securities Bonds or the Private Exchange Bonds, as the case may be, by Broker-Dealers that tendered in the Exchange Offer or the Securities Private Exchange, as the case may be, Initial Bonds that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Securities Initial Bonds acquired directly from the Issuers Issuer or any of their respective its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions:.
(i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Issuers Issuer raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Issuers Issuer hereby agree agrees to seek a no-action letter or other favorable decision from the Commission staff allowing the Issuers Issuer to Consummate an Exchange Offer for such Transfer Restricted Securities. The Issuer hereby agrees to pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Issuers Issuer hereby agree agrees to take all such other actions as may be 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 Issuers 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 a resolution (which need not be favorable) by the Commission staff. At any point in the process, the Issuer may, in lieu of continuing or pursuing a no-action letter, file a Shelf Registration Statement.
(ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the AuthorityIssuer, prior to the Consummation of the Exchange Offer, a written representation to the Authority 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 IssuersIssuer, (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 Exchange Securities Bonds to be issued in the Exchange Offer and Offer, (C) it is acquiring the Exchange Securities Bonds in its ordinary course of businessbusiness and (D) if such Holder is a Broker-Dealer, that it will receive Exchange Bonds for its own account in exchange for Initial Bonds that were acquired as a result of market-making activities or other trading activities and that it will be required to acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Bonds. As a condition to its participation in the Exchange Offer, each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities Bonds shall acknowledge and agree that, if the resales are of Exchange Securities Bonds obtained by such Holder in exchange for Securities Initial Bonds acquired directly from the Issuers Issuer or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of this Agreement, rely on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Morgan Stanley and Co., Inc. (available June 5, 1991) ▇▇▇ E▇▇▇▇ ▇▇pital 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 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.
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Issuers shall provide a supplemental letter to the Commission (A) stating that the Issuers are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 Issuers have not entered into any arrangement or understanding with any person to distribute the Exchange Securities to be received in the Exchange Offer and that, to the best of the Issuers’ information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Securities 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 (Cedar Brakes Ii LLC)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Issuers Company shall (x) comply with all applicable provisions of Section 6(c) below, (y) use their all commercially reasonable best efforts to effect such exchange and to permit the resale of Exchange Securities Series B Notes by Broker-Dealers that tendered in the Exchange Offer the Securities Series A Notes that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Securities Series A Notes acquired directly from the Issuers Company or any of their respective its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Issuers Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Issuers Company hereby agree agrees to seek a no-action letter or other favorable decision from the Commission staff allowing the Issuers Company to Consummate an Exchange Offer for such Transfer Restricted Securities. The Company hereby agrees to pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Issuers Company hereby agree agrees to take all such other actions as may be 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 Issuers 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.
(ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Broker Dealer) shall furnish, upon the request of the AuthorityCompany, prior to the Consummation of the Exchange Offer, a written representation to the Authority Company (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 IssuersCompany, (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 Exchange Securities Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Series B Notes in its ordinary course of business. As a condition to its participation in the Exchange Offer, Offer each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities Series B Notes shall acknowledge and agree that, if the resales are of Exchange Securities Series B Notes obtained by such Holder in exchange for Securities Series A Notes acquired directly from the Issuers Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of this Agreement, rely 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 '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 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.
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall provide a supplemental letter to the Commission (A) stating that the Issuers are Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation EXXON CAPITAL HOLDINGS CORPORATION (available May 13, 1988) and ), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co.AND CO., Inc. INC. (available June 5, 1991) as interpreted in the Commission’s 's letter to Shearman SHEARMAN & Sterling STERLING dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that the Issuers have Company has not entered into any arrangement or understanding with any person Person to distribute the Exchange Securities Series B Notes to be received in the Exchange Offer and that, to the best of the Issuers’ Company's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities Series B Notes in its ordinary course of business and has no arrangement or understanding with any person Person to participate in the distribution of the Exchange Securities 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.
Appears in 1 contract
Sources: Registration Rights Agreement (Nextel Partners Inc)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Issuers Company shall (xi) comply with all applicable provisions of Section 6(c) below, (yii) use their its commercially reasonable best efforts to effect such exchange and to permit the resale of Exchange Securities Notes by any Broker-Dealers Dealer that tendered Notes in the Exchange Offer the Securities that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Securities Notes acquired directly from the Issuers Company or any Affiliate of their respective Affiliatesthe Company) being sold in accordance with the intended method or methods of distribution thereof, and (ziii) comply with all of the following provisions:
(iA) If, following the date hereof, there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer that in the reasonable opinion of counsel to the Issuers Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal lawlaw or Commission policy, the Issuers Company hereby agree agrees to seek a no-action letter or other favorable decision from the Commission staff allowing the Issuers Company to Consummate an Exchange Offer for such Transfer Restricted Securities. The Company hereby agrees to pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Issuers Company hereby agree agrees to take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (AI) participating in telephonic conferences with the CommissionCommission staff, (BII) delivering to the Commission staff an analysis prepared by counsel to the Issuers Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (CIII) diligently pursuing a resolution (which need not be favorable) by the Commission staff.
(iiB) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the AuthorityCompany, prior to the Consummation of the Exchange Offer, a written representation to the Authority Company (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (AI) it is not an Affiliate of the IssuersCompany, (BII) 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 Exchange Securities Notes to be issued in the Exchange Offer and Offer, (CIII) it is acquiring the Exchange Securities Notes in its ordinary course of businessbusiness and (IV) such other representations as may be necessary under applicable Commission rules, regulations or interpretations. As a condition to its participation in the Exchange Offer, each Each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities shall Notes will be required to acknowledge and agree that, if the resales are of Exchange Securities Notes obtained by such Holder in exchange for Securities Notes acquired directly from the Issuers Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of this Agreement, rely on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 (iA) above), and (2) must comply with the registration and prospectus delivery requirements of the 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.
(iiiC) Prior to effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall provide a supplemental letter to the Commission (AI) stating that the Issuers are 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 ), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) ), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (iA) above, (BII) including a representation that the Issuers have Company has not entered into any arrangement or understanding with any person Person to distribute the Exchange Securities Notes to be received in the Exchange Offer and that, to the best of the Issuers’ Company's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities Notes in its ordinary course of business and has no arrangement or understanding with any person Person to participate in the distribution of the Exchange Securities Notes received in the Exchange Offer and (CIII) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (iA) above, if applicable.
Appears in 1 contract
Sources: Registration Rights Agreement (Rural Cellular Corp)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Issuers Company shall (x) comply with all applicable provisions of Section 6(c) below, (y) use their all commercially reasonable best efforts to effect such exchange and to permit the resale of Exchange Securities Series B Notes by Broker-Dealers that tendered in the Exchange Offer the Securities Series A Notes that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Securities Series A Notes acquired directly from the Issuers Company or any of their respective its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Issuers Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Issuers Company hereby agree agrees to seek a no-action letter or other favorable decision from the Commission staff allowing the Issuers Company to Consummate an Exchange Offer for such Transfer Restricted Securities. The Company hereby agrees to pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Issuers Company hereby agree agrees to take all such other actions as may be 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 Issuers 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.
(ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Broker Dealer) shall furnish, upon the request of the AuthorityCompany, prior to the Consummation of the Exchange Offer, a written representation to the Authority Company (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 IssuersCompany, (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 Exchange Securities Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Series B Notes in its ordinary course of business. As a condition to its participation in the Exchange Offer, Offer each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities Series B Notes shall acknowledge and agree that, if the resales are of Exchange Securities Series B Notes obtained by such Holder in exchange for Securities Series A Notes acquired directly from the Issuers Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of this Agreement, rely 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 '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 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.
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall provide a supplemental letter to the Commission (A) stating that the Issuers are Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation EXXON CAPITAL HOLDING CORPORATION (available May 13May, 13 1988) and ), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co.AND CO., Inc. INC. (available June 5, 19911991 ) as interpreted in the Commission’s 's letter to Shearman SHEARMAN & Sterling STERLING dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that the Issuers have Company has not entered into any arrangement or understanding with any person Person to distribute the Exchange Securities Series B Notes to be received in the Exchange Offer and that, to the best of the Issuers’ Company's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities Series B Notes in its ordinary course of business and has no arrangement or understanding with any person Person to participate in the distribution of the Exchange Securities 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.
Appears in 1 contract
Sources: Registration Rights Agreement (Nextel Partners Inc)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Issuers Company shall (x) comply with all applicable provisions of Section 6(c) below, (y) shall use their commercially reasonable its best efforts to effect such exchange and to permit the resale sale of Exchange Securities by Broker-Dealers that tendered in the Exchange Offer the Securities that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Issuers or any of their respective Affiliates) 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 (z) 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 announced published a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, such that in the reasonable opinion of counsel to the Issuers raises Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal lawlaw or Commission policy, the Issuers Company hereby agree agrees to seek a no-no- action letter or other favorable decision from the Commission staff allowing the Issuers Company to Consummate an Exchange Offer for such Transfer Restricted SecuritiesSenior Notes. In connection with The Company hereby agrees to pursue the foregoingissuance 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. The Company hereby agrees, the Issuers hereby agree however, to take all such other actions as may be are reasonably requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation 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 Issuers 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 staffstaff of such submission.
(ii) As a condition to its participation in the Exchange OfferOffer 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 AuthorityCompany, prior to the Consummation of the Exchange Offerthereof, a written representation to the Authority Company (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 IssuersCompany, (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 Exchange Securities New Senior Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities New Senior Notes in its ordinary course of business. As a condition to its participation in the Exchange OfferIn addition, each Holder using the Exchange Offer to participate in a distribution all such Holders of the Exchange Transfer Restricted Securities shall acknowledge and agree that, if the resales are of Exchange Securities obtained by such Holder in exchange for Securities acquired directly from the Issuers or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of this Agreement, rely on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991), 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 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.
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Issuers shall provide a supplemental letter to the Commission (A) stating that the Issuers are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 Issuers have not entered into any arrangement or understanding with any person to distribute the Exchange Securities to be received in the Exchange Offer and that, to the best of the Issuers’ information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Securities 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.shall
Appears in 1 contract
Sources: Registration Rights Agreement (Gulfmark Offshore Inc)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Issuers Company and the Guarantors shall (x) comply with all applicable provisions of Section 6(c) below, (y) use their commercially reasonable respective best efforts to effect such exchange and to permit the resale of Exchange Securities Series B Notes by Broker-Dealers that tendered in the Exchange Offer the Securities Series A Notes that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Securities Series A Notes acquired directly from the Issuers Company or any of their respective its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, such that in the reasonable opinion of counsel to the Issuers raises Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Issuers Company and the Guarantors hereby agree to seek a no-action letter or other favorable decision from the Commission staff allowing the Issuers Company and the Guarantors to Consummate an Exchange Offer for such Transfer Restricted Securities. The Company and the Guarantors hereby agree to pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Issuers Company and the Guarantors hereby agree to take all such other actions as may be are requested by the Commission or otherwise reasonably 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 Issuers 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 staffstaff of such submission.
(ii) As a condition to its participation in the Exchange OfferOffer 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 Authority, prior to the Consummation of the Exchange Offer, a written representation to the Authority (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 Issuers, (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 Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course of business. As a condition to its participation in the Exchange Offer, each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities shall acknowledge and agree that, if the resales are of Exchange Securities obtained by such Holder in exchange for Securities acquired directly from the Issuers or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of this Agreement, rely on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991), 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 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.
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Issuers shall provide a supplemental letter to the Commission (A) stating that the Issuers are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 Issuers have not entered into any arrangement or understanding with any person to distribute the Exchange Securities to be received in the Exchange Offer and that, to the best of the Issuers’ information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Securities 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.without
Appears in 1 contract
Sources: Notes Registration Rights Agreement (West Texas & Lubbock Railroad Co Inc)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Issuers Company shall (x) comply with all applicable provisions of Section 6(c6 (c) below, (y) shall use their commercially reasonable its best efforts to effect such exchange and to permit the resale sale of Exchange Securities by Broker-Dealers that tendered in the Exchange Offer the Securities that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Issuers or any of their respective Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) shall comply with all of the following provisions:
(i1) If, following the date hereof, hereof there has been announced published a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, such that in the reasonable opinion of counsel to the Issuers raises Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Issuers Company hereby agree agrees to either (A) seek a no-action letter or other favorable decision from the Commission allowing the Company to Consummate an Exchange Offer for such Senior Notes or (B) file the Shelf Registration Statement and take all other actions required by Section 4 (a) hereof. In the event that the Company elects to seek a no-action letter or other favorable decision from the Commission staff allowing the Issuers Company to Consummate an Exchange Offer for such Transfer Restricted Securities. In connection with the foregoingOffer, the Issuers Company hereby agree agrees to pursue the issuance of such a decision to the Commission staff level and to take all such other actions as may be 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 Issuers 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 staffstaff of such submission.
(ii2) As a condition to its participation in the Exchange OfferOffer 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 AuthorityCompany, prior to the Consummation of the Exchange Offer, a written representation to the Authority Company (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 IssuersCompany, (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 Exchange Securities Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Notes in its ordinary course of business. As a condition to its participation in the Exchange Offer, each 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 Securities shall acknowledge and agree that, if the resales are of Exchange Securities obtained by such Holder in exchange for Securities acquired directly from the Issuers or an Affiliate thereof, it 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 Exxon Capital Holdings Corporation (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement (which may be the Exchange Offer Registration Statement) containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K.
(iii) Prior to effectiveness K if the resales are of Exchange Notes obtained by such Holder in exchange for Senior Notes acquired by such Holder directly from the Exchange Offer Registration Statement, the Issuers shall provide a supplemental letter to the Commission (A) stating that the Issuers are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 Issuers have not entered into any arrangement Company or understanding with any person to distribute the Exchange Securities to be received in the Exchange Offer and that, to the best of the Issuers’ information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Securities 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 applicablean affiliate thereof.
Appears in 1 contract
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Issuers shall (xi) comply with all applicable provisions of Section 6(c) belowhereof, (yii) use their commercially reasonable respective best efforts to effect such exchange and to permit the resale of Exchange Securities Series A Notes by Broker-Dealers that tendered in the Exchange Offer the Securities Series B Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Securities Series B Notes acquired directly from the Issuers Company or any of their respective its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (ziii) comply with all of the following provisions:
(iA) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Issuers Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Issuers hereby agree to seek a no-action letter or other favorable decision from the Commission staff allowing the Issuers to Consummate an Exchange Offer for such Transfer Restricted Securities. The Issuers hereby agree to use commercially reasonable best efforts to pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Issuers hereby agree to take all such other commercially reasonable actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A1) participating in telephonic conferences with the Commission, (B2) delivering to the Commission staff an analysis prepared by counsel to the Issuers setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C3) diligently pursuing a resolution (which need not be favorable) by the Commission staff.
(iiB) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall promptly furnish, upon the request of the AuthorityCompany, prior to the Consummation of the Exchange Offer, a written representation to the Authority Issuers (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A1) it is not an Affiliate of the IssuersCompany, (B2) 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 Exchange Securities Series A Notes to be issued in the Exchange Offer and (C3) it is acquiring the Exchange Securities Series A Notes in its ordinary course of business. As a condition to its participation in the Exchange Offer, each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities shall acknowledge and agree that, if the resales are of Exchange Securities obtained by such Holder in exchange for Securities acquired directly from the Issuers or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of this Agreement, rely on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991), 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 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..
(iiiC) Prior to effectiveness of the Exchange Offer Registration Statement, the Issuers shall provide a supplemental letter to the Commission (A1) stating that the Issuers are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and ), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (ia)(iii)(A) aboveof this Section 6, (B2) including a representation that none of the Issuers have not entered into any arrangement or understanding with any person Person to distribute the Exchange Securities Series A Notes to be received in the Exchange Offer and that, to the best of the each of the Issuers’ ' information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities Series A Notes in its ordinary course of business and has no arrangement or understanding with any person Person to participate in the distribution of the Exchange Securities Series A Notes received in the Exchange Offer and (C3) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (ia)(iii)(A) aboveof this Section 6, if applicable.
Appears in 1 contract
Exchange Offer Registration Statement. In connection with the ------------------------------------- Exchange Offer, the Issuers Authority shall (x) comply with all applicable provisions of Section 6(c) below, (y) use their commercially reasonable its best efforts to effect such exchange and to permit the resale of Exchange Securities Notes by Broker-Dealers that tendered in the Exchange Offer the Securities Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Securities Initial Notes acquired directly from the Issuers Authority or any of their respective its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions:
(i) If, following the date hereof, there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer that in the reasonable opinion of counsel to the Issuers Authority raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Issuers Authority hereby agree agrees to seek a no-action letter or other favorable decision from the Commission staff allowing the Issuers Authority to Consummate an Exchange Offer for such Transfer Restricted Securities. In connection with the foregoing, the Issuers Authority hereby agree agrees to take all actions as may be 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 Issuers Authority 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.
(ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the Authority, prior to the Consummation of the Exchange Offer, a written representation to the Authority (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 IssuersAuthority, (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 Exchange Securities Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Notes in its ordinary course of business. As a condition to its participation in the Exchange Offer, each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities Notes shall acknowledge and agree that, if the resales are of Exchange Securities Notes obtained by such Holder in exchange for Securities Initial Notes acquired directly from the Issuers Authority or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of this Agreement, rely on the position of the Commission enunciated in Exxon Capital Holdings Corporation ---------------------------------- (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available ---------------------------- June 5, 1991), 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 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.
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Issuers Authority shall provide a supplemental letter to the Commission (A) stating that the Issuers are Authority is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, ---------------------------------- 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) as ---------------------------- interpreted in the Commission’s '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 Issuers have Authority has not entered into any arrangement or understanding with any person to distribute the Exchange Securities Notes to be received in the Exchange Offer and that, to the best of the Issuers’ Authority's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Securities 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 (Mohegan Tribal Gaming Authority)
Exchange Offer Registration Statement. In connection with the Exchange Offer, Finc▇ ▇▇▇ the Issuers Company shall (x) comply with all applicable provisions of Section 6(c) below, (y) use their commercially reasonable respective best efforts to effect such exchange and to permit the resale of Exchange Securities Notes by Broker-Dealers that tendered in the Exchange Offer the Securities Restricted Notes that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Securities Restricted Notes acquired directly from the Issuers Company or any of their respective its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Issuers Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Issuers hereby Company and Finc▇ ▇▇▇eby agree to seek a no-action letter or other favorable decision from the Commission staff allowing the Issuers to Company and Finc▇ ▇▇ Consummate an Exchange Offer for such Transfer Restricted Securities. The Company and Finc▇ ▇▇▇eby agree to pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Issuers hereby Company and Finc▇ ▇▇▇eby agree to take all such other reasonable actions as may be 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 Issuers 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.
(ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Broker Dealer) shall furnish, upon the request of the AuthorityCompany, prior to the Consummation of the Exchange Offer, a written representation to the Authority Company and Finc▇ (which ▇▇ich 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 IssuersCompany, (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 Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course of business. As a condition to its participation in the Exchange Offer, each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities shall acknowledge and agree that, if the resales are of Exchange Securities obtained by such Holder in exchange for Securities acquired directly from the Issuers or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of this Agreement, rely on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991), 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 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.
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Issuers shall provide a supplemental letter to the Commission (A) stating that the Issuers are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 Issuers have not entered into any arrangement or understanding with any person to distribute the Exchange Securities to be received in the Exchange Offer and that, to the best of the Issuers’ information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Securities 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.or
Appears in 1 contract
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Issuers shall (x) comply with all applicable provisions of Section 6(c) below, (y) use their commercially reasonable respective best efforts to effect such exchange and to ---- permit the resale of Exchange Securities Series B Notes by Broker-Dealers that tendered in the Exchange Offer the Securities Series A Notes that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Securities Series A Notes acquired directly from the Issuers or any of their respective Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Issuers raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Issuers hereby agree to seek a no-action letter or other favorable decision from the Commission staff allowing the Issuers to Consummate an Exchange Offer for such Transfer Restricted Securities. The Issuers hereby agree to pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Issuers hereby agree to take all such other actions as may be 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 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 a resolution (which need not be favorable) by the Commission staff.
(ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Broker Dealer) shall furnish, upon the request of the AuthorityIssuers, prior to the Consummation of the Exchange Offer, a written representation to the Authority 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 Issuerseither Issuer, (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 Exchange Securities Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Series B Notes in its ordinary course of business. As a condition to its participation in the Exchange Offer, Offer each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities Series B Notes shall acknowledge and agree that, if the resales are of Exchange Securities Series B Notes obtained by such Holder in exchange for Securities Series A Notes acquired directly from the Issuers or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of this Agreement, rely on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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-no- action letter obtained pursuant to clause (iSection 6(a)(i) above), and (2) must ------- comply with the registration and prospectus delivery requirements of the 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.
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Issuers shall provide a supplemental letter to the Commission (A) stating that the Issuers are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and ), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (iSection 6(a)(i) above, (B) including a ------- representation that neither of the Issuers have not entered into any arrangement or understanding with any person Person to distribute the Exchange Securities Series B Notes to be received in the Exchange Offer and that, to the best of the Issuers’ ' information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities Series B Notes in its ordinary course of business and has no arrangement or understanding with any person Person to participate in the distribution of the Exchange Securities 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.Exchange
Appears in 1 contract
Sources: Registration Rights Agreement (Project Orange Capital Corp)
Exchange Offer Registration Statement. (i) In connection with the Exchange Offer, or the Issuers Private Exchange, as the case may be, the Issuer shall (xA) comply with all applicable provisions of Section 6(c) below, below and (yB) use their commercially its reasonable best efforts to effect such exchange and to permit the resale of Exchange Securities Bonds or the Private Exchange, as the case may be, by Broker-Dealers that tendered in the Exchange Offer or the Securities Private Exchange, as the case may be, Initial Bonds that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Securities Initial Bonds acquired directly from the Issuers Issuer or any of their respective its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions:.
(i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Issuers Issuer raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Issuers Issuer hereby agree agrees to seek a no-action letter or other favorable decision from the Commission staff allowing the Issuers Issuer to Consummate an Exchange Offer for such Transfer Restricted Securities. The Issuer hereby agrees to pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Issuers Issuer hereby agree agrees to take all such other actions as may be 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 Issuers 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 a resolution (which need not be favorable) by the Commission staff. In any point of the process, the Issuer may, in lieu of continuing or pursuing a no-action letter may file a Shelf Registration Statement.
(ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Broker Dealer) shall furnish, upon the request of the AuthorityIssuer, prior to the Consummation of the Exchange Offer, a written representation to the Authority 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 IssuersIssuer, (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 Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course of business. As a condition to its participation in the Exchange Offer, each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities shall acknowledge and agree that, if the resales are of Exchange Securities obtained by such Holder in exchange for Securities acquired directly from the Issuers or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of this Agreement, rely on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991), 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 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.
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Issuers shall provide a supplemental letter to the Commission (A) stating that the Issuers are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 Issuers have not entered into any arrangement or understanding with any person to distribute the Exchange Securities to be received in the Exchange Offer and that, to the best of the Issuers’ information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Securities 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.the
Appears in 1 contract
Exchange Offer Registration Statement. In connection with the ------------------------------------- Exchange Offer, the Issuers Company shall (x) comply with all applicable provisions of Section 6(c) below, (y) use their commercially reasonable its best efforts to effect such exchange and to permit the resale of Exchange Securities Series B Notes by Broker-Dealers that tendered in the Exchange Offer the Securities Series A Notes that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Securities Series A Notes acquired directly from the Issuers Company or any of their respective its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Issuers Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Issuers Company hereby agree agrees to seek a no-action letter or other favorable decision from the Commission staff allowing the Issuers Company to Consummate an Exchange Offer for such Transfer Restricted Securities, unless in the written opinion of outside securities counsel to the Company such a no-action letter or other favorable decision is unlikely to be received. The Company hereby agrees to pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Issuers Company hereby agree agrees to take all such other actions as may be 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 Issuers 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.
(ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Broker Dealer) shall furnish, upon the request of the AuthorityCompany, prior to the Consummation of the Exchange Offer, a written representation to the Authority Company (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 IssuersCompany, (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 Exchange Securities Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Series B Notes in its ordinary course of business. As a condition to its participation in the Exchange Offer, each Each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities shall acknowledge Series B Notes hereby acknowledges and agree agrees that, if the resales are of Exchange Securities Series B Notes obtained by such Holder in exchange for Securities Series A Notes acquired directly from the Issuers Company or an Affiliate thereof, it (1) could not, not under Commission policy as in effect on the date of this Agreement, rely on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 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.
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, if required by the Issuers Commission, the Company shall provide a supplemental letter to the Commission (A) stating that the Issuers are 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 ), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ---------------------------------- -------------- and Co., Inc. (available June 5, 1991) as interpreted in the Commission’s 's ------------- letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-no- ------------------- action letter obtained pursuant to clause (i) above, (B) including a representation that the Issuers have Company has not entered into any arrangement or understanding with any person Person to distribute the Exchange Securities Series B Notes to be received in the Exchange Offer and that, to the best of the Issuers’ Company's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities Series B Notes in its ordinary course of business and has no arrangement or understanding with any person Person to participate in the distribution of the Exchange Securities 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.
Appears in 1 contract
Sources: Registration Rights Agreement (Jorgensen Earle M Co /De/)
Exchange Offer Registration Statement. In connection with the Exchange ------------------------------------- Offer, the Issuers Company shall (x) comply with all applicable provisions of Section 6(c7(c) below, (y) use their commercially reasonable its best efforts to effect such exchange and to permit the resale of Exchange Securities Series B Notes by Broker-Dealers that tendered in the Exchange Offer the Securities Series A Notes that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Securities Series A Notes acquired directly from the Issuers Company or any of their respective its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Issuers Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Issuers Company hereby agree agrees to seek a no-action letter or other favorable decision from the Commission staff allowing the Issuers Company to Consummate an Exchange Offer for such Transfer Restricted Securities. The Company hereby agrees to pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Issuers Company hereby agree agrees to take all such other actions as may be 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 Issuers 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.
(ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Broker Dealer) shall furnish, upon the request of the AuthorityCompany, prior to the Consummation of the Exchange Offer, a written representation to the Authority Company (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 IssuersCompany, (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 Exchange Securities Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Series B Notes in its ordinary course of business. As a condition to its participation in the Exchange Offer, Offer each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities Series B Notes shall acknowledge and agree that, if the resales are of Exchange Securities Series B Notes obtained by such Holder in exchange for Securities Series A Notes acquired directly from the Issuers Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of this Agreement, rely on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 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.
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall provide a supplemental letter to the Commission (A) stating that the Issuers are 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 ), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. -------------------- --------------------------- (available June 5, 1991) as interpreted in the Commission’s '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 Issuers have Company has not entered into any arrangement or understanding with any person Person to distribute the Exchange Securities Series B Notes to be received in the Exchange Offer and that, to the best of the Issuers’ Company's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities Series B Notes in its ordinary course of business and has no arrangement or understanding with any person Person to participate in the distribution of the Exchange Securities 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.
Appears in 1 contract
Sources: Registration Rights Agreement (Xm Satellite Radio Inc)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Issuers Company and the Guarantors shall (x) comply with all applicable provisions of Section 6(c) belowhereof, (y) use their commercially respective reasonable best efforts to effect such exchange and to permit the resale of Exchange Securities Series B Notes by Broker-Dealers that tendered in the Exchange Offer the Securities Series A Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Securities Series A Notes acquired directly from the Issuers Company or any of their respective its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers offers, such as the Exchange Offer that Offer, that, in the reasonable opinion of counsel to the Issuers Company, raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Issuers Company and the Guarantors hereby agree to seek a no-action letter or other favorable decision from the Commission staff allowing the Issuers Company and the Guarantors to Consummate an Exchange Offer for such Transfer Restricted Securities. In connection with The Company and the foregoing, the Issuers Guarantors hereby agree to take all actions as may be required use their respective reasonable best efforts in connection with pursuing the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering a decision to the Commission staff an analysis prepared by counsel to the 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 a resolution (which need not be favorable) by the Commission stafflevel.
(ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the AuthorityCompany, prior to the Consummation of the Exchange Offer, a written representation to the Authority Company and the 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 Issuersits 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 Exchange Securities to be issued in Series A Notes or the Exchange Offer and Series B Notes within the meaning of the Act, (C) it if the Holder is acquiring not a Broker-Dealer or is a Broker-Dealer but will not receive Series B Notes for its own account in exchange for Series A Notes, neither the Exchange Securities Holder nor any such other Person is engaged in its ordinary course of business. As a condition to its participation in the Exchange Offer, each Holder using the Exchange Offer or intends to participate in a distribution of the Exchange Securities shall acknowledge Series B Notes, and agree that, if the resales are of Exchange Securities obtained by (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 Securities acquired directly from the Issuers or an Affiliate thereofSeries 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.
(1iii) could notPrior to effectiveness of the Exchange Offer Registration Statement, under the Company and the Guarantors shall provide a supplemental letter to the Commission policy as (A) 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 EXXON CAPITAL HOLDINGS CORPORATION (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co.AND CO., Inc. INC. (available June 5, 1991), as interpreted in the Commission’s 's letter to Shearman 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 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.
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Issuers shall provide a supplemental letter to the Commission (A) stating that the Issuers are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) as interpreted in the Commission’s letter to Shearman & Sterling 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 Issuers have not Company nor any Guarantor has entered into any arrangement or understanding with any person Person to distribute the Exchange Securities Series B Notes to be received in the Exchange Offer and that, to the best of the Issuers’ Company's and each Guarantors' information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities Series B Notes in its ordinary course of business and has no arrangement or understanding with any person Person to participate in the distribution of the Exchange Securities 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.
Appears in 1 contract
Sources: Registration Rights Agreement (Applied Business Telecommunications)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Issuers Partnership shall (x) comply with all applicable provisions of Section 6(c) below, (y) use their commercially reasonable its best efforts to effect such exchange and to permit the resale of Exchange Securities New Senior Notes by Broker-Dealers that tendered in the Exchange Offer the Securities Senior Notes that such Broker-Dealer Dealers acquired for its their own account accounts as a result of its market-their market making activities or other trading activities (other than Securities Senior Notes acquired directly from the Issuers Partnership or any of their respective its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Issuers Partnership or counsel to the Initial Purchasers raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Issuers Partnership hereby agree agrees to seek a no-action letter or other favorable decision from the Commission staff allowing the Issuers Partnership to Consummate an Exchange Offer for such Transfer Restricted Securities. The Partnership hereby agrees to pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Issuers Partnership hereby agree agrees to take all such other actions as may be 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 Issuers 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 a resolution (which need not be favorable) by the Commission staff.
(ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the AuthorityPartnership, prior to the Consummation of the Exchange Offer, a written representation to the Authority 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 IssuersPartnership, (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 Exchange Securities New Senior Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities New Senior Notes in its ordinary course of business. As a condition to its participation in the Exchange Offer, each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities New Senior Notes shall acknowledge and agree that, if the resales are of Exchange Securities New Senior Notes obtained by such Holder in exchange for Securities Senior Notes acquired directly from the Issuers Partnership or an Affiliate thereof, it (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▇▇▇ ▇▇▇ Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991), 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 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.
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Issuers Partnership shall provide a supplemental letter to the Commission (A) stating that the Issuers are Partnership is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and ), Morg▇▇ ▇▇▇n▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) as interpreted in the Commission’s '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 Issuers have Partnership has not entered into any arrangement or understanding with any person Person to distribute the Exchange Securities New Senior Notes to be received in the Exchange Offer and that, to the best of the Issuers’ Partnership's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities New Senior Notes in its ordinary course of business and has no arrangement or understanding with any person Person to participate in the distribution of the Exchange Securities 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, if applicable.
Appears in 1 contract
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Issuers Authority shall (x) comply with all applicable provisions of Section 6(c) below, (y) use their commercially reasonable its best efforts to effect such exchange and to permit the resale of Senior Exchange Securities Notes by Broker-Dealers that tendered in the Exchange Offer the Securities Initial Senior Notes that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Securities Initial Senior Notes acquired directly from the Issuers Authority or any of their respective its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Issuers Authority raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Issuers Authority hereby agree agrees to seek a no-action letter or other favorable decision from the Commission staff allowing the Issuers Authority to Consummate an a Exchange Offer for such Transfer Restricted Securities. In connection with the foregoing, the Issuers Authority hereby agree agrees to take all actions as may be 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 Issuers Authority 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.
(ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the Authority, prior to the Consummation of the Exchange Offer, a written representation to the Authority (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 IssuersAuthority, (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 Senior Exchange Securities Notes to be issued in the Exchange Offer and (C) it is acquiring the Senior Exchange Securities Notes in its ordinary course of business. As a condition to its participation in the Exchange Offer, each Holder using the Exchange Offer to participate in a distribution of the Senior Exchange Securities Notes shall acknowledge and agree that, if the resales are of Senior Exchange Securities Notes obtained by such Holder in exchange for Securities Initial Senior Notes acquired directly from the Issuers Authority or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of this Agreement, rely on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991), 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 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.
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Issuers Authority shall provide a supplemental letter to the Commission (A) stating that the Issuers are Authority is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) ), and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) ), as interpreted in the Commission’s '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 Issuers have Authority has not entered into any arrangement or understanding with any person to distribute the Senior Exchange Securities Notes to be received in the Exchange Offer and that, to the best of the Issuers’ Authority's information and belief, each Holder participating in the Exchange Offer is acquiring the Senior Exchange Securities Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Senior Exchange Securities 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: Senior Registration Rights Agreement (Mohegan Tribal Gaming Authority)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Issuers Company shall (x) comply with all applicable provisions of Section 6(c) belowhereof, (y) use their commercially its reasonable best efforts to effect such exchange and to permit the resale of Exchange Securities Notes by Participating Broker-Dealers that tendered in the Exchange Offer the Securities Initial Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Securities Initial Notes acquired directly from the Issuers Company or any of their respective its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers offers, such as the Exchange Offer that Offer, that, in the reasonable opinion of counsel to the Issuers Company, raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Issuers Company hereby agree agrees to seek a no-action letter or other favorable decision from the Commission staff allowing the Issuers Company to Consummate an Exchange Offer for such Transfer Restricted Securities. In connection with the foregoing, the Issuers The Company hereby agree agrees to take all actions as may be required use its reasonable best efforts in connection with pursuing the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering a decision to the Commission staff an analysis prepared by counsel to the 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 a resolution (which need not be favorable) by the Commission stafflevel.
(ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the AuthorityCompany, prior to the Consummation of the Exchange Offer, a written representation to the Authority Company (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 Exchange Notes received by such Holder will be acquired in the ordinary course of the Issuersits 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 Exchange Securities to be issued in Initial Notes or the Exchange Offer and Notes within the meaning of the Act, (C) it if the Holder is acquiring not a Broker-Dealer or is a Broker-Dealer but will not receive Exchange Notes for its own account in exchange for Initial Notes, neither the Exchange Securities Holder nor any such other Person is engaged in its ordinary course of business. As a condition to its participation in the Exchange Offer, each Holder using the Exchange Offer or intends to participate in a distribution of the Exchange Securities shall acknowledge Notes, and agree that, if the resales are of Exchange Securities obtained by (D) that such Holder is not an Affiliate of the Company. If the Holder is a Broker-Dealer that will receive Exchange Notes for its own account in exchange for Securities acquired directly from the Issuers or an Affiliate thereofInitial Notes, it (1) could not, under Commission policy will represent that the Notes to be exchanged for the Exchange Notes were acquired by it as in effect on the date a result of this Agreement, rely on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993its market-making activities or other trading activities, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with will acknowledge that it will deliver a prospectus meeting the registration and prospectus delivery requirements of the Act in connection with any resale of such Exchange Notes. It is understood that, by acknowledging that it will deliver, and by delivering, a secondary prospectus meeting the requirements of the Act in connection with any resale transaction and of such Exchange Notes, the Holder is not admitting that such a secondary resale transaction must be covered by it is an effective registration statement containing "underwriter" within the selling security holder information required by Item 507 or 508, as applicable, meaning of Regulation S-K.the Act.
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall provide a supplemental letter to the Commission (A) stating that the Issuers are 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Morgan Stanley and Co., Inc. (available June 5, 1991) ), as interpreted in the Commission’s interp▇▇▇▇▇ i▇ ▇▇▇ ▇ommission'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 Issuers have Company has not entered into any arrangement or understanding with any person Person to distribute the Exchange Securities Notes to be received in the Exchange Offer and that, to the best of the Issuers’ Company's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities Notes in its ordinary course of business and has no arrangement or understanding with any person Person to participate in the distribution of the Exchange Securities 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 (Mueller Holdings (N.A.), Inc.)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Issuers Issuer shall (x) comply with all applicable provisions of Section 6(c) below, (y) use their commercially reasonable its best efforts to effect such exchange of tendered Notes and to permit the resale of Exchange Securities Notes by Broker-Dealers that tendered in the Exchange Offer the Securities Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Securities Notes acquired directly from the Issuers Issuer or any of their respective Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Issuers Issuer raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Issuers Issuer hereby agree agrees to seek a no-action letter or other favorable decision from the Commission staff allowing the Issuers Issuer to Consummate an Exchange Offer for such Transfer Restricted Securities. The Issuer hereby agrees to pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Issuers Issuer hereby agree agrees to take all such other actions as may be 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 Issuers 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 a resolution (which need not be favorable) by the Commission staff.
(ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the AuthorityIssuer, prior to the Consummation of the Exchange Offer, a written representation to the Authority 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 IssuersIssuer, (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 Exchange Securities Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate with the Issuer in the preparation of the Exchange Offer. As a condition to its participation in the Exchange Offer, Offer each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities Notes shall acknowledge and agree that, if the resales are of Exchange Securities Notes obtained by such Holder in exchange for Securities Notes acquired directly from the Issuers Issuer or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of this Agreement, rely on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991), 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 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 Item 508, as applicable, of Regulation S-K.
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Issuers Issuer shall provide a supplemental letter to the Commission (A) stating that the Issuers are Issuer is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and ), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) as interpreted in the Commission’s '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 Issuers have not neither any Issuer nor any Guarantor has entered into any arrangement or understanding with any person Person to distribute the Exchange Securities Notes to be received in the Exchange Offer and that, to the best of the Issuers’ each Issuer's and each Guarantor's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities Notes in its ordinary course of business and has no arrangement or understanding with any person Person to participate in the distribution of the Exchange Securities 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 (Prime Hospitality Corp)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Issuers Company shall (x) comply with all applicable provisions of Section 6(c) below, (y) use their commercially reasonable its best efforts to effect such exchange and to permit the resale of Exchange Securities New Senior Discount Notes by Broker-Dealers that tendered in the Exchange Offer the Securities Senior Discount Notes that such Broker-Broker- Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Securities Senior Discount Notes acquired directly from the Issuers Company or any of their respective its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Issuers Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Issuers Company hereby agree agrees to seek a no-action letter or other favorable decision from the Commission staff allowing the Issuers Company to Consummate an Exchange Offer for such Transfer Restricted Securities. The Company hereby agrees to pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Issuers Company hereby agree agrees to take all such other actions as may be 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 Issuers 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 9 not be favorable) by the Commission staff.
(ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Broker Dealer) shall furnish, upon the request of the AuthorityCompany, prior to the Consummation of the Exchange Offer, a written representation to the Authority Company (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 IssuersCompany, (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 Exchange Securities New Senior Discount Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities New Senior Discount Notes in its ordinary course of business. As a condition to its participation in the Exchange Offer, Offer each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities New Senior Discount Notes shall acknowledge and agree that, if the resales are of Exchange Securities New Senior Discount Notes obtained by such Holder in exchange for Securities Senior Discount Notes acquired directly from the Issuers Company or an Affiliate thereof, it (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▇▇▇ ▇▇▇ Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991), 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 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.
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall provide a supplemental letter to the Commission (A) stating that the Issuers are 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 ), Morg▇▇▇▇ Stan▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) as interpreted in the Commission’s '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 Issuers have Company has not entered into any arrangement or understanding with any person Person to distribute the Exchange Securities New Senior Discount Notes to be received in the Exchange Offer and that, to the best of the Issuers’ Company's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities New Senior Discount Notes in its ordinary course of business and has no arrangement or understanding with any person Person to participate in the distribution of the Exchange Securities New Senior Discount 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
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Issuers and the Subsidiary Guarantors shall (x) comply with all applicable of the provisions of Section 6(c) below, (y) shall use their commercially reasonable best efforts to effect such exchange and to permit the resale sale of Exchange Transfer Restricted Securities by Broker-Dealers that tendered in the Exchange Offer the Securities that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Securities acquired directly from the Issuers or any of their respective Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) 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 announced a change in Commission policy with respect to exchange offers such as the Exchange Offer that in the reasonable opinion of special counsel to the Issuers raises Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal lawlaw or Commission policy, the Issuers Company hereby agree agrees to seek a no-action letter or other favorable decision from the Commission staff allowing the Issuers and the Subsidiary Guarantors to Consummate an Exchange Offer for such Transfer Restricted SecuritiesOld Notes. In connection with the foregoing, the Issuers The Company hereby agree agrees to take all actions as may be required in connection with pursue the issuance of such decisiona no-action letter or favorable decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Company hereby agrees, including without limitation however, 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 Issuers 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 staffof 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 OfferOffer 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 AuthorityCompany, prior to the Consummation of the Exchange Offer, a written representation to the Authority Company (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 IssuersIssuers 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 Exchange Securities New Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities New Notes in its ordinary course of business. As a condition to 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 the Initial Purchaser 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 for its participation own account in the Exchange Offer, each Holder using Offer (a "PARTICIPATING BROKER-DEALER") may be deemed to be an "underwriter" within the Exchange Offer to participate in a distribution meaning of the Exchange Securities shall acknowledge Act and agree that, if must deliver a prospectus meeting the resales are of Exchange Securities obtained by such Holder in exchange for Securities acquired directly from the Issuers or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of this Agreement, rely on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991), 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 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.
(iii) Prior to effectiveness of Commission staff's position that if the Prospectus contained in the Exchange Offer Registration Statement, the Issuers shall provide Statement includes a supplemental letter plan of distribution containing a statement to the Commission (A) stating that above effect and the Issuers are registering means by which Participating Broker-Dealers may resell the Exchange Offer New Notes, without naming the Participating Broker-Dealers or specifying the amount of New Notes owned by them, such Prospectus may be delivered by Participating Broker-Dealers to satisfy their prospectus delivery obligations under the Act in reliance on connection with resales of New Notes for their own accounts, so long as the position Prospectus otherwise meets the requirements of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 Issuers have not entered into any arrangement or understanding with any person to distribute the Exchange Securities to be received in the Exchange Offer and that, to the best of the Issuers’ information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Securities 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 applicableAct.
Appears in 1 contract
Sources: Registration Rights Agreement (Egan Hub Partners Lp)
Exchange Offer Registration Statement. In connection with the Exchange ------------------------------------- Offer, the Issuers shall (x) comply with all applicable provisions of Section 6(c) below, (y) use their commercially reasonable best efforts to effect such exchange and to permit the resale of Exchange Securities Series B Notes by Broker-Dealers that tendered in the Exchange Offer the Securities Series A Notes that such Broker-Dealer acquired for its own account as a result of its market-market making activities or other trading activities (other than Securities Series A Notes acquired directly from the Issuers or any of their respective Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions:
(i) If, following the date hereof, hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer Offer, that in the reasonable opinion of counsel to the Issuers raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Issuers hereby agree to seek a no-action letter or other favorable decision from the Commission staff allowing the Issuers to Consummate an Exchange Offer for such Transfer Restricted Securities. The Issuers hereby agree to pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Issuers hereby agree to take all such other actions as may be 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 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 a resolution (which need not be favorable) by the Commission staff.
(ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the AuthorityIssuers, prior to the Consummation of the Exchange Offer, a written representation to the Authority 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 Issuers, (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 Exchange Securities Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities Series B Notes in its ordinary course of business. As a condition to its participation in the Exchange Offer, each Holder using the Exchange Offer to participate in a distribution of the Exchange Securities Series B Notes shall acknowledge and agree that, if the resales are of Exchange Securities Series B Notes obtained by such Holder in exchange for Securities Series A Notes acquired directly from the Issuers or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of this Agreement, rely on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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-no- action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the 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.
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Issuers shall provide a supplemental letter to the Commission (A) stating that the Issuers are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May ---------------------------------- 13, 1988) and ), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991) as --------------------------- interpreted in the Commission’s '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 Issuers have not neither Issuer has entered into any arrangement or understanding with any person Person to distribute the Exchange Securities Series B Notes to be received in the Exchange Offer and that, to the best of the Issuers’ ' information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities Series B Notes in its ordinary course of business and has no arrangement or understanding with any person Person to participate in the distribution of the Exchange Securities 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.
Appears in 1 contract
Sources: Registration Rights Agreement (Insight Capital Inc)