No Integration. The Company agrees that it will not and will cause its Affiliates not to make any offer or sale of securities of the Company of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 51 contracts
Sources: Purchase Agreement (Steel Dynamics Inc), Purchase Agreement (Coinstar Inc), Purchase Agreement (Steel Dynamics Inc)
No Integration. The Company agrees that it will not and will cause its Affiliates not to make any offer or sale of securities of the Company of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(24(a)(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 42 contracts
Sources: Purchase Agreement (Matador Resources Co), Purchase Agreement (Puget Energy Inc /Wa), Purchase Agreement (Century Communities, Inc.)
No Integration. The Company agrees that it will not and will cause its Affiliates not to make any offer or sale of securities of the Company or such Affiliate of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company and the Guarantors to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(24(a)(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 11 contracts
Sources: Purchase Agreement (Scotts Miracle-Gro Co), Purchase Agreement (Scotts Miracle-Gro Co), Purchase Agreement (Scotts Miracle-Gro Co)
No Integration. The Company agrees that it will not and will cause its Affiliates not to make any offer or sale of securities of the Company of any class if, as a result of the doctrine of “"integration” " referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 9 contracts
Sources: Purchase Agreement (Qwest Corp), Purchase Agreement (Qwest Communications International Inc), Purchase Agreement (Qwest Communications International Inc)
No Integration. The Company Each of the Issuers agrees that it will not and will cause its Affiliates not to make any offer or sale of securities of the Company Issuers of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company Issuers to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(24(a)(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 7 contracts
Sources: Purchase Agreement (Sunoco LP), Purchase Agreement, Purchase Agreement (Sunoco LP)
No Integration. The Company Issuer agrees that it will not and will cause its Affiliates not to make any offer or sale of securities of the Company Issuer of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company Issuer to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(2) 4 thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 5 contracts
Sources: Purchase Agreement (Nexstar Media Group, Inc.), Purchase Agreement (Nexstar Broadcasting Group Inc), Purchase Agreement (Nexstar Broadcasting Group Inc)
No Integration. The Company agrees that it will not and will cause its Affiliates not to make any offer or sale of securities of the Company of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities Notes by the Company to the Initial Purchasers, (ii) the resale of the Securities Notes by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities Notes by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 5 contracts
Sources: Purchase Agreement (Kansas City Southern De Mexico, S.A. De C.V.), Purchase Agreement (Kansas City Southern), Purchase Agreement (Quebecor Media Inc)
No Integration. The Company agrees that it will not and will cause its Affiliates not to make any offer or sale of securities of the Company or its Affiliates of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(24(a)(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 5 contracts
Sources: Purchase Agreement (Vital Energy, Inc.), Purchase Agreement (Vital Energy, Inc.), Purchase Agreement
No Integration. The Company agrees that it will not and will cause its Affiliates not to make any offer or sale of securities of the Company or any such Affiliate of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities Notes by the Company to the Initial Purchasers, (ii) the resale of the Securities Notes by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(24(a)(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 4 contracts
Sources: Purchase Agreement (CNX Resources Corp), Purchase Agreement (CNX Resources Corp), Purchase Agreement (CNX Resources Corp)
No Integration. The Company agrees that it will not and will cause its Affiliates subsidiaries not to make any offer or sale of securities of the Company or such subsidiary of any class if, as a result of the doctrine of “"integration” " referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(24(a)(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 4 contracts
Sources: Purchase Agreement (Alliance Data Systems Corp), Purchase Agreement (Alliance Data Systems Corp), Purchase Agreement (Alliance Data Systems Corp)
No Integration. The Company agrees that it will not and will cause its Affiliates not to make any offer or sale of securities of the Company of any class if, as a result of the doctrine of “"integration” " referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(2) 4 thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 4 contracts
Sources: Purchase Agreement (Ames True Temper, Inc.), Purchase Agreement (Ames True Temper, Inc.), Purchase Agreement (Rayovac Corp)
No Integration. The Company agrees that it will not and will cause its Affiliates not to make any offer or sale of securities of the Company of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(2) 4 thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 4 contracts
Sources: Purchase Agreement (Allis Chalmers Energy Inc.), Purchase Agreement (Allis Chalmers Energy Inc.), Purchase Agreement (Texas Market Tire, Inc.)
No Integration. The Company agrees that it will not and will cause its Affiliates not to make any offer or sale of securities of the Company or its affiliates of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(24(a)(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 3 contracts
Sources: Purchase Agreement (Rollins Inc), Purchase Agreement (Option Care Health, Inc.), Purchase Agreement (Moneygram International Inc)
No Integration. The Company agrees Issuers agree that it they will not and will cause its their Affiliates not to make any offer or sale of securities of the Company Partnership of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company Issuers to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 3 contracts
Sources: Purchase Agreement (Legacy Reserves Lp), Purchase Agreement (Legacy Reserves Lp), Purchase Agreement (Legacy Reserves Lp)
No Integration. The Company agrees that it will not and will use reasonable best efforts to cause its Affiliates not to make any offer or sale of securities of the Company of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 3 contracts
Sources: Purchase Agreement (Kemet Corp), Purchase Agreement (Kemet Corp), Purchase Agreement (Kemet Corp)
No Integration. The Company agrees Issuers agree that it they will not and will cause its their Affiliates not to make any offer or sale of securities of the Company Issuers of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company Obligors to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(24(a)(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 3 contracts
Sources: Purchase Agreement (CSI Compressco LP), Purchase Agreement (Tetra Technologies Inc), Purchase Agreement (Compressco Partners, L.P.)
No Integration. The Company Issuer agrees that it will not and will cause its Affiliates not to make any offer or sale of securities of the Company Issuer of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company Issuer to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(24(a)(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 3 contracts
Sources: Purchase Agreement (Party City Holdco Inc.), Purchase Agreement (Party City Holdings Inc.), Purchase Agreement (Global Cash Access Holdings, Inc.)
No Integration. The Company agrees that it will not and will cause its Affiliates not to make any offer or sale of securities of the Company or any of its Affiliates of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(24(a)(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 2 contracts
Sources: Purchase Agreement (Energizer SpinCo, Inc.), Purchase Agreement (Energizer Holdings Inc)
No Integration. The Company agrees that it will not and will cause its Affiliates subsidiaries not to make any offer or sale of securities of the Company or such subsidiary of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(24(a)(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 2 contracts
Sources: Purchase Agreement (Alliance Data Systems Corp), Purchase Agreement (Alliance Data Systems Corp)
No Integration. The Company agrees that it will not and will cause its Affiliates and subsidiaries not to make any offer or sale of securities of the Company or any of its subsidiaries of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(2) 4 thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 2 contracts
Sources: Purchase Agreement (Speedway TBA, Inc.), Purchase Agreement (Speedway Motorsports Inc)
No Integration. The Company agrees Issuers agree that it will not and will cause its Affiliates not to make any offer or sale of securities of the Company Issuers of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company Issuers to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 2 contracts
Sources: Purchase Agreement (Stonemor Partners Lp), Purchase Agreement (Stonemor Partners Lp)
No Integration. The Each of Holdings and the Company agrees that it will not and will cause its Affiliates affiliates not to to, make any offer or sale of securities of the Company of any class if, as a result of the doctrine of “"integration” " referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the issuance and sale of the Securities by the Company to the Initial PurchasersPurchaser, (ii) the resale of the Securities by the Initial Purchasers Purchaser to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 2 contracts
Sources: Note Purchase Agreement (Signal Medical Services), Note Purchase Agreement (Jw Childs Equity Partners Ii Lp)
No Integration. The Company agrees that it will not and will use its commercially reasonable efforts to cause its Affiliates not to make any offer or sale of securities of the Company of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 2 contracts
Sources: Purchase Agreement (New Enterprise Stone & Lime Co., Inc.), Purchase Agreement (Gateway Trade Center Inc.)
No Integration. The Company agrees that it will not and will use its best efforts to cause its Affiliates not to make any offer or sale of securities of the Company of any class if, as a result of the doctrine of “"integration” " referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities Notes by the Company to the Initial Purchasers, (ii) the resale of the Securities Notes by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities Notes by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 2 contracts
Sources: Purchase Agreement (Atwood Mobile Products Inc), Purchase Agreement (Atwood Mobile Products Inc)
No Integration. The Company agrees that it will not and will cause its Affiliates not to make any offer or sale of securities of the Company of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company to the Initial Purchasers, ; (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers Purchasers; or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 2 contracts
Sources: Purchase Agreement (SM Energy Co), Purchase Agreement (Exterran Holdings Inc.)
No Integration. The Company Each Issuer agrees that it will not and will cause its Affiliates not to make any offer or sale of securities of the Company either Issuer of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company Issuers to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 2 contracts
Sources: Purchase Agreement (Midstates Petroleum Company, Inc.), Purchase Agreement (Midstates Petroleum Company, Inc.)
No Integration. The Company agrees that it will not and (to the extent within its control) it will cause its Affiliates not to make any offer or sale of securities of any class of the Company of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (ia) the sale of the Securities by the Company to the Initial Purchasers, (iib) the resale of the Securities or Exchange Notes by the Initial Purchasers to Subsequent Purchasers or (iiic) the resale of the Securities or Exchange Notes by such Subsequent Purchasers to others) the any applicable exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 2 contracts
Sources: Exchange Agreement (Check Mart of New Mexico Inc), Exchange Agreement (Check Mart of New Mexico Inc)
No Integration. The Company agrees that it will not and will cause its Affiliates not to make any offer or sale of securities of the Company of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company to the Initial PurchasersPurchaser, (ii) the resale of the Securities by the Initial Purchasers Purchaser to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(2) 4 thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 2 contracts
Sources: Purchase Agreement (Allis Chalmers Energy Inc.), Purchase Agreement (Geokinetics Inc)
No Integration. The Company agrees that it will not and will cause its Affiliates not to make any offer or sale of securities of the Company or such Affiliates of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company and the Guarantors to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(24(a)(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 2 contracts
Sources: Purchase Agreement (Matador Resources Co), Purchase Agreement (Matador Resources Co)
No Integration. The Company agrees Issuers agree that it they will not and will cause its their Affiliates not to make any offer or sale of securities of the Company Issuers of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company Partnership to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 2 contracts
Sources: Purchase Agreement (Genesis Energy Lp), Purchase Agreement (Genesis Energy Lp)
No Integration. The Company agrees Issuers agree that it they will not and will cause its their respective Affiliates not to make any offer or sale of securities of the Company Partnership or such Affiliate of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company Issuers to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(24(a)(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 2 contracts
Sources: Purchase Agreement (Exterran Partners, L.P.), Purchase Agreement (Exterran Partners, L.P.)
No Integration. The Company agrees that it will not not, and will cause its Affiliates and subsidiaries not to to, make any offer or sale of securities of the Company of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act regarding the Securities provided by Section 4(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 2 contracts
Sources: Purchase Agreement (Brigham Exploration Co), Purchase Agreement (Brigham Exploration Co)
No Integration. The Company agrees that it will not and will -------------- cause its Affiliates not to make any offer or sale of securities of the Company of any class if, as a result of the doctrine of “"integration” " referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company to the Initial Purchasers, (iii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iiiii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(2) 4 thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 1 contract
Sources: Purchase Agreement (Radio One Inc)
No Integration. The Each of Mergersub and the Company agrees agree that it will not and will cause its Affiliates not to make any offer or sale of securities of the Company of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by Mergersub or the Company to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 1 contract
Sources: Purchase Agreement (COHOES FASHIONS of CRANSTON, Inc.)
No Integration. The Company agrees that it will not and will cause its Affiliates not to make any offer or sale of securities of the Company of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company and the Guarantors to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(24(a)(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 1 contract
No Integration. The Company agrees that it will not and will cause its Affiliates not to make any offer or sale of securities of the Company of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company to the Initial PurchasersPurchaser, (ii) the resale of the Securities by the Initial Purchasers Purchaser to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) others the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 1 contract
No Integration. The Company agrees that it will not and will cause its Affiliates not to make any offer or sale of securities of the Company of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 1 contract
Sources: Purchase Agreement (Cardtronics Inc)
No Integration. The Company agrees that it will not not, and will cause its Affiliates not to to, make any offer or sale of securities of the Company of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 1 contract
No Integration. The Company agrees that it will not and will cause its Affiliates not to make any offer or sale of securities of the Company or its Affiliates of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(24(a)(2) thereof or by Rule 144A or by Regulation S thereunder or otherwiseotherwise make unavailable the safe harbor provided by Rule 144A thereunder.
Appears in 1 contract
Sources: Purchase Agreement (ARKO Corp.)
No Integration. The Company agrees Issuers agree that it they will not and will cause its their Affiliates not to make any offer or sale of securities of the Company Issuers of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company Issuers to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(24(a)(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 1 contract
No Integration. The Company agrees that it will not not, and will cause its Affiliates and subsidiaries not to to, make any offer or sale of securities of the Company of any class if, as a result of the doctrine of “"integration” " referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities Debentures by the Company to the Initial Purchasers, (ii) the resale of the Securities Debentures by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities Debentures by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 1 contract
Sources: Purchase Agreement (Invacare Corp)
No Integration. The Company agrees that it will not and will cause its Affiliates not to make any offer or sale of securities of the Company of any class if, as a result of the doctrine of “"integration” " referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers Purchasers, or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 1 contract
No Integration. The Company agrees that it will not and will cause its Affiliates not to make any offer or sale of securities of the Company of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities Notes by the Company to the Initial Purchasers, (ii) the resale of the Securities Notes by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities Notes by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(2) 4 thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 1 contract
No Integration. The Company agrees that it will not and will cause its Affiliates not to make any offer or sale of securities of the Company of any class if, as a result of the doctrine of “"integration” " referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company and the Guarantors to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 1 contract
No Integration. The Company agrees that it will shall not and will (to the extent within its control) it shall cause its Affiliates not to make any offer or sale of securities of any class of the Company of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (ia) the sale of the New Equity Securities or RHH Shares by the Company to the Initial Purchasers, (iib) the resale of the Securities such securities by the Initial Purchasers to Subsequent Purchasers or (iiic) the resale of the Securities such securities by such Subsequent Purchasers to others) the any applicable exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 1 contract
No Integration. The Company agrees and each Guarantor agree that it they will not and will cause its their Affiliates not to make any offer or sale of securities of the Company of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 1 contract
No Integration. The Company agrees that it will not and will cause its Affiliates not to make any offer or sale of securities of the Company of any class if, as a result of the doctrine of “"integration” " referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities Notes by the Company to the Initial PurchasersPurchaser, (iii) the resale of the Securities Notes by the Initial Purchasers to Subsequent Purchasers or (iiiii) the resale of the Securities Notes by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(2) 4 thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 1 contract
No Integration. The Company agrees that it will not not, and will cause its Affiliates and subsidiaries not to to, make any offer or sale of securities of the Company of any class if, as a result of the doctrine of “"integration” " referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 1 contract
Sources: Purchase Agreement (Invacare Corp)
No Integration. The Company agrees that it will not and will cause its Affiliates subsidiaries not to make any offer or sale of securities of the Company of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(24(a)(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 1 contract
No Integration. The Company agrees that it will not and will cause its Affiliates not to make any offer or sale of securities of the Company of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) others the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 1 contract
No Integration. The Company agrees that it will not and will cause its controlled Affiliates not to make any offer or sale of securities of the Company of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities Notes by the Company to the Initial Purchasers, (ii) the resale of the Securities Notes by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities Notes by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(24(a)(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 1 contract
No Integration. The Company agrees that it will not and will cause its Affiliates not to make any offer or sale of securities of the Company of any class if, as a result of the doctrine of “"integration” " referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities Notes by the Company to the Initial Purchasers, (ii) the resale of the Securities Notes by the Initial Purchasers to Subsequent Eligible Purchasers or (iii) the resale of the Securities Notes by such Subsequent Eligible Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(2) 4 thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 1 contract
No Integration. The Company agrees that it will not and will not cause its Affiliates not to make any offer or sale of securities of the Company of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities Notes by the Company to the Initial Purchasers, (ii) the resale of the Securities Notes by the Initial Purchasers Purchaser to Subsequent Purchasers or (iii) the resale of the Securities Notes by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(2) 4 thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 1 contract
No Integration. The Company agrees that it will not and will cause its Affiliates not to make any offer or sale of securities of the Company or any of its subsidiaries of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 1 contract
No Integration. The Company agrees Par Parties agree that it they will not and will cause its their Affiliates not to make any offer or sale of securities of the Company Par Parties of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company Par Parties to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(24(a)(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 1 contract
No Integration. The Each of the Company and the Subsidiary Guarantors agrees that it will not and will cause its Affiliates not to make any offer or sale of securities of the Company of any class if, as a result of the doctrine of “"integration” " referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company and the Subsidiary Guarantors to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 1 contract
No Integration. The Each of Rainier and the Company agrees that it will not and will cause its Affiliates not to make any offer or sale of securities of the Company of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company Rainier to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 1 contract
No Integration. The Company agrees that it will shall not and will (to the extent within its control) it shall cause its respective Affiliates not to make any offer or sale of securities of any class of the Company of any class if, as a result of the doctrine of “"integration” " referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (ia) the sale of the Securities by the Company to the Initial Purchasers, (iib) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iiic) the resale of the Securities by such Subsequent Purchasers to others) the any applicable exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 1 contract
No Integration. The Company agrees that it will not and will cause its Affiliates not to make any offer or sale of securities of the Company of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(2) 4 thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 1 contract
No Integration. The Company agrees that it will not and will cause its Affiliates not to make any offer or sale of securities of the Company of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities Notes by the Company to the Initial Purchasers, (ii) the resale of the Securities Notes by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities Notes by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 1 contract
No Integration. The Company agrees that it will not and will cause its Affiliates not to make any offer or sale of securities of the Company of any class if, as a result of the doctrine of “"integration” " referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities Notes by the Company to the Initial Purchasers, (ii) the resale of the Securities Notes by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities Notes by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 1 contract
No Integration. The Company agrees and each Guarantor agree that it they will not and will cause its their Affiliates not to make any offer or sale of securities of the Company of any class if, as a result of the doctrine of “"integration” " referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(2) 4 thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 1 contract
No Integration. The Company agrees that it will not and will cause its Affiliates not to make any offer or sale of securities of the Company of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities Notes by the Company to the Initial Purchasers, (ii) the resale of the Securities Notes by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities Notes by such Subsequent Purchasers to others, (including, in each case, the guarantees under the Cross-Guarantee) the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 1 contract
Sources: Purchase Agreement (Delhaize Group)
No Integration. The Company agrees Par Parties agree that it they will not and will cause its their Affiliates not to make any offer or sale of securities of the Company Par Parties of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company Par Parties to the Initial PurchasersPurchaser, (ii) the resale of the Securities by the Initial Purchasers Purchaser to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(24(a)(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 1 contract
No Integration. The Company Each of the Companies agrees that it will not and will cause its Affiliates not to make any offer or sale of its securities of the Company of any class if, as a result of the doctrine of “"integration” " referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company Companies to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 1 contract
No Integration. The Company agrees that it will not and will cause its Affiliates affiliates not to make any offer or sale of securities of the Company of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 1 contract
No Integration. The Company agrees and the Guarantors agree that it they will not and will cause its their Affiliates not to make any offer or sale of securities of the Company or the Guarantors of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(24(a)(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.otherwise make unavailable the safe harbor provided by Rule 144A.
Appears in 1 contract
Sources: Purchase Agreement (TopBuild Corp)
No Integration. The Company agrees that it will not and will cause its Affiliates not to make any offer or sale of securities of the Company of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration reg- istration requirements of the Securities Act provided by Section 4(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 1 contract
No Integration. The Company agrees that it will not and will cause its Affiliates not to make any offer or sale of securities of the Company of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(24(a)(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.otherwise make unavailable the safe harbor provided by Rule 144A.
Appears in 1 contract
No Integration. The Company agrees and the Guarantors agree that it they will not and will cause its their Affiliates not to make any offer or sale of securities of the Company of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 1 contract
Sources: Purchase Agreement (Actuant Corp)
No Integration. The Company agrees that it will not and will use its best efforts to cause its Affiliates affiliates not to make any offer or sale of securities of the Company of any class if, as a result of the doctrine of “"integration” " referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities Notes by the Company to the Initial Purchasers, (ii) the resale of the Securities Notes by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities Notes by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 1 contract
No Integration. The Company Each of the Companies agrees that it will not and will cause its Affiliates not to make any offer or sale of its securities of the Company of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company Companies to the Initial PurchasersPurchaser, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 1 contract
No Integration. The Company agrees that it will not and will cause its Affiliates not to make any offer or sale of securities of the Company or any of its subsidiaries of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(24(a)(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 1 contract
No Integration. The Each of Holdings and the Company agrees that it will not and will cause its Affiliates affiliates not to to, make any offer or sale of securities of the Company of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the issuance and sale of the Securities by the Company to the Initial PurchasersPurchaser, (ii) the resale of the Securities by the Initial Purchasers Purchaser to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers Purchaser to others) the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 1 contract
Sources: Purchase Agreement (Insight Health Services Holdings Corp)
No Integration. The Company agrees that it will not and will cause its Affiliates not to make any offer or sale of securities of the Company of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.S.
Appears in 1 contract
No Integration. The Company agrees that it will not and will cause its controlled Affiliates not to make any offer or sale of securities of the Company of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(24(a)(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 1 contract
No Integration. The Company agrees that it will not and will cause its Affiliates not to make any offer or sale of securities of the Company of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.144A.
Appears in 1 contract
No Integration. The Company agrees and each of the Guarantors agree that it they will not and will cause its their respective Affiliates not to make any offer or sale of securities of the Company of any class if, as a result of the doctrine of “"integration” " referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(2) 4 thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 1 contract
No Integration. The Company agrees Issuers agree that it they will not and will cause its their Affiliates not to make any offer or sale of securities of the Company Issuers of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company Issuers to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(24(a)(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 1 contract
No Integration. The Company agrees and the Guarantors agree that it they will not and will cause its their Affiliates not to make any offer or sale of securities of the Company or its Affiliates of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(24(a)(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 1 contract
No Integration. The Company agrees that it will not and will cause its Affiliates not to make any offer or sale of securities of the Company of any class (other than the Securities) if, as a result of the doctrine of “"integration” " referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 1 contract
No Integration. The Company agrees that it will not and will cause its Affiliates not to make any offer or sale of securities of the Company of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 1 contract
No Integration. The Company agrees that it will not make, and will cause its Affiliates affiliates not to make make, any offer or and sale of securities of the Company of any class if, as a result of the doctrine of “integration” "integration " referred to in Rule 502 under the Securities 1933 Act, such offer or and sale would render invalid (for the purpose of as applicable to (i) the sale of the Securities by the Company to the Initial PurchasersPurchaser, (ii) the resale of the Securities by the Initial Purchasers Purchaser to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others, in each case in accordance with the terms and conditions herein set forth) the exemption from the registration requirements of the Securities 1933 Act provided by Section 4(24 (2) thereof or by Rule 144A or by Regulation S thereunder or otherwisethereunder.
Appears in 1 contract
Sources: Purchase Agreement (Brightpoint Inc)
No Integration. The Company agrees that it will not and will cause -------------- cause its Affiliates not to make any offer or sale of securities of the Company of any class if, as a result of the doctrine of “"integration” " referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company to the Initial Purchasers, (iii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iiiii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(2) 4 thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 1 contract
Sources: Purchase Agreement (Nexstar Broadcasting of the Wichita Falls LLC)
No Integration. The Company agrees that it will shall not and will (to the extent within its control) it shall cause its Affiliates that it controls not to make any offer or sale of securities of any class of the Company of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (ia) the sale of the Securities Notes by the Company to the Initial Purchasers, (iib) the resale of the Securities Notes by the Initial Purchasers any Purchaser to Subsequent Purchasers or (iiic) the resale of the Securities Notes by such Subsequent Purchasers to others) the any applicable exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 1 contract
Sources: Purchase Agreement (Iowa Telecommunications Services Inc)
No Integration. The Company agrees that it will not and will cause its Affiliates not to make any offer or sale of securities of the Company or any such Affiliate of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities Notes by the Company to the Initial PurchasersPurchaser, (ii) the resale of the Securities Notes by the Initial Purchasers Purchaser to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(24(a)(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 1 contract
No Integration. The Company agrees that it will not and will cause its Affiliates not to make any offer or sale of securities of the Company of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 1 contract
Sources: Purchase Agreement (Burlington Coat Factory Investments Holdings, Inc.)
No Integration. The Company agrees that it will not and will cause its Affiliates not to make any offer or sale of securities of the Company or any such Affiliate of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities Notes by the Company to the Initial Purchasers, (ii) the resale of the Securities Notes by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(24(a)(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 1 contract
No Integration. The Company agrees that it will not and will cause its Affiliates not to make any offer or sale of securities of the Company of any class if, as a result of the doctrine of “"integration” " referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(24 (2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 1 contract
No Integration. The Each of Holdings and the Company agrees that it will not and will cause its Affiliates affiliates not to to, make any offer or sale of securities of the Company of any class if, as a result of the doctrine of “"integration” " referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the issuance and sale of the Securities by the Company to the Initial PurchasersPurchaser, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 1 contract
No Integration. The Company agrees that it will not and will cause its Affiliates not to make any offer or sale of securities of the Company of any class securities if, as a result of the doctrine of “"integration” " referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 1 contract
Sources: Purchase Agreement (Action Performance Companies Inc)
No Integration. The Company agrees that it will not and will cause its Affiliates not to make any offer or sale of securities of the Company of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities Notes by the Company to the Initial Purchasers, (ii) the resale of the Securities Notes by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities Notes by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(24(a)(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 1 contract
Sources: Purchase Agreement (Kansas City Southern De Mexico, S.A. De C.V.)
No Integration. The Company agrees that it will not and will cause its Affiliates subsidiaries not to make any offer or sale of securities of the Company of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.
Appears in 1 contract