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SEC Filings

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

(vi) subject to the provisions of clause (i) above and clause (vii) below, not make any amendment or supplement to an Updated Final Offering Memorandum or otherwise distribute or refer to any Company Additional Written Communication that shall be reasonably disapproved by SunTrust after reasonable notice thereof; and

(vii) if at any time any event (for the avoidance of doubt, an “event” shall not be deemed to include financial statements being deemed to be “stale” due to the passage of time or the availability of financial statements for a subsequent period) occurs prior to the completion of the resale of the Securities by the Initial Purchasers (as determined by the Initial Purchasers) but in any event before the end of the Cooperation Period, as a result of which the Final Offering Memorandum or any Updated Final Offering Memorandum, as then amended or supplemented, would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it should be necessary to amend or supplement the Final Offering Memorandum or any Updated Offering Final Memorandum to comply with applicable law in the opinion of counsel for the Initial Purchasers or counsel for the Company, then, use commercially reasonable efforts to (A) prepare an amendment or supplement that will correct such statement or omission or effect such compliance and (B) supply any supplement or amendment thereto to the several Initial Purchasers (it being understood that the Initial Purchasers will cease making use of such Updated Final Offering Memorandum until such amendment or supplement is available) and counsel for the Initial Purchasers, without charge except as set forth in clause (e) below, in such quantities as they may reasonably request and promptly notify the Initial Purchasers of any event or other occurrence which would require any such amendment or supplement.

(b) The provisions set forth in this Section 10 shall terminate 365 days after the Closing Date (the “Cooperation Period”); provided that the Cooperation Period shall be extended by the number of days for any Blackout Period.

(c) “Blackout Period” shall mean a period not to exceed fifteen business days following delivery of written notice by the Company to Representative (a “blackout notice”) solely to the extent that and so long as the Company determines reasonably and in good faith that providing an Updated Final Offering Memorandum in accordance herewith would require the disclosure of material information in the Updated Final Offering Memorandum that, in the reasonable judgment of the Company, would be materially detrimental to the Company if so disclosed or, prior to the execution of definitive documentation related thereto, would otherwise materially adversely affect an acquisition, disposition, merger or other material corporate transaction; provided that there shall be no more than two Blackout Periods during the Cooperation Period. A subsequent Blackout Period shall not be permitted to continue on a consecutive basis following a Blackout Period and a period of at least 30 days shall have lapsed after the end of a Blackout Period prior to the start of another Blackout Period. The Company shall promptly notify the Representative of the end of a Blackout Period. If any Sale Date, “road show” or marketing in respect of any Updated Final Offering Memorandum is affected by any Blackout Period, such Sale Date, “road show” or Updated Final Offering Memorandum shall not count towards any maximum number of occasions or Updated Final Offering Memoranda permitted under this Section 10 (unless a Settlement Date occurs in respect of such Sale Date, “road show” or Updated