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SEC Filings

NN INC filed this Form 8-K on 10/20/2015
Entire Document

SECTION 10. Agreement to Cooperate. The Company and the NN Guarantors, jointly and severally (and, in addition, upon the execution and delivery of the Joinder Agreement, the PEP Guarantors, jointly and severally) further covenant and agree with each Initial Purchaser as follows:

(a) After the Closing Date, but prior to the expiration of the Cooperation Period (as defined below) the Company and the Guarantors shall:

(i) upon request of the Representative, on up to three (3) occasions, subject to Blackout Periods (as defined below), use their commercially reasonable efforts to provide to the Initial Purchasers an updated version of the Final Offering Memorandum (including for the avoidance of doubt the final Canadian wrapper) (as so amended, supplemented or updated from time to time in accordance with the terms hereof, an “Updated Final Offering Memorandum”) in a form consistent with the Final Offering Memorandum (including all financial statements, pro forma financial statements, business and other financial data of the type required in a registered offering by Regulation S-X and Regulation S-K under the Securities Act (other than Rule 3-10 and Rule 3-16 of Regulation S-X and subject to exceptions customary for private placements pursuant to Rule 144A and if reasonably requested by the Representative, to the extent reasonably practicable, any “flash” or “capsule” financial information (on an annual or quarterly basis) with respect to the Company and its subsidiaries) such that the Updated Final Offering Memorandum does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that in no event will the Company and the Guarantors be required to provide updated annual audited or quarterly unaudited financial statements earlier than the time the Company and the Guarantors are required to provide such information as described in the Final Offering Memorandum under the heading “Description of the Notes–Reports” (without giving effect to the grace period in clause (4) under “Description of the Notes–Events of Default and Remedies” in the Final Offering Memorandum);

(ii) upon written notice from the Representative, in connection with an offer and resale of the Securities (the fifth business day (or such other period as mutually agreed between the Company and the Representative) after each such notice herein referred to as the “Sale Date” and the related settlement date mutually determined by the Company and the Representative, the “Settlement Date”), use commercially reasonable efforts to provide the Initial Purchasers on or prior to the Sale Date or the Settlement Date, as applicable, the following, provided that there shall be no more than three (3) Sale Dates:

(A) opinions and negative assurance letters, as the case may be, consistent in all relevant respects with those provided pursuant to Section 4(d) of this Agreement and dated such Settlement Date (including opinions covering the PEP Guarantors in their capacity as Guarantors);

(B) (i) a “comfort” letter dated such Sale Date and a “bring-down” comfort letter dated such Settlement Date, with respect to the Company and its subsidiaries and