Common use of The Exchange Offer Clause in Contracts

The Exchange Offer. Countrywide Financial Corporation, a Delaware corporation (the "COMPANY"), intends to offer to exchange (together with any amendments and extensions thereof, the "EXCHANGE OFFER") convertible securities due 2031 (the "NEW CONVERTIBLE SECURITIES"), with the full and unconditional guarantee (the "NEW GUARANTEE" and, together with the New Convertible Securities, the "NEW SECURITIES") of Countrywide Home Loans, Inc. (the "GUARANTOR" and, together with the Company, the "ISSUERS"), for any and all of its outstanding XXXXx due February 8, 2031 (the "OLD SECURITIES"), on the terms and subject to the conditions set forth in the Prospectus and related Letter of Transmittal (each as defined below) attached hereto as Exhibits A and B, respectively. The New Securities will be issued pursuant to an indenture (the "NEW Indenture") to be entered into by the Issuers and The Bank of New York, as Trustee (the "NEW TRUSTEE"). The New Securities will be convertible into cash and duly and validly issued, fully paid and nonassessable shares of common stock, par value $0.05 per share (the "COMMON STOCK"), of the Company (such shares, the "CONVERSION SHARES") on the terms, and subject to the conditions, set forth in the New Indenture (including Exhibit A thereto). The Prospectus, the Letter of Transmittal, the Registration Statement, the Schedule TO (each as defined below), all statements and other documents filed or to be filed with any federal, state or local governmental or regulatory agency or authority and such other documents (including, but not limited to, any advertisements, press releases or summaries relating to the Exchange Offer and any forms of letters to brokers, dealers, banks, trust companies and other nominees relating to the Exchange Offer), in each case in the form first authorized for use by the Issuers in connection with the Exchange Offer and approved by the Dealer-Manager, and thereafter in each case together with any amendments and supplements thereto made in accordance with the terms of this agreement (this "Agreement"), are collectively referred to as the "EXCHANGE OFFER MATERIALS".

The Exchange Offer. Countrywide Financial CorporationPharmaNet Development Group, Inc., a Delaware corporation (the "COMPANY"“Company”), intends proposes to offer to exchange (together with any amendments and extensions thereof, the "EXCHANGE OFFER") convertible securities due 2031 (the "NEW CONVERTIBLE SECURITIES"), with the full and unconditional guarantee (the "NEW GUARANTEE" and, together with the New Convertible Securities, the "NEW SECURITIES") of Countrywide Home Loans, Inc. (the "GUARANTOR" and, together with the Company, the "ISSUERS"), for any and all of its issued and outstanding XXXXx 2.25% Convertible Senior Notes due February 8, 2031 2024 (the "OLD SECURITIES")“Outstanding Notes”) for $115,000,000 in principal amount, or such other amount as shall be mutually agreed upon between the Company and the Dealer Manager, of newly issued 8.00% Convertible Senior Notes due 2014 (the “New Notes”) and additional cash consideration, on the terms and subject to the conditions set forth in the Prospectus and related Letter Exchange Offer Materials (as hereinafter defined) as the same may be amended or supplemented from time to time (the “Exchange Offer”). As of Transmittal (each as defined below) attached hereto as Exhibits A and Bthe date of this Agreement, respectivelythe Company has $143,750,000 in principal amount of Outstanding Notes outstanding. The New Securities Notes will be issued pursuant to an indenture between the Company and U.S. Bank National Association, as trustee (the "NEW Indenture") “Trustee”), as supplemented by a supplemental indenture to be entered into by on the Issuers Exchange Date (as hereinafter defined), between the Company and The Bank of New Yorkthe Trustee (such indenture, as Trustee (supplemented, the "NEW TRUSTEE"“Indenture”). The New Securities will Notes are contemplated to be convertible into cash secured on a second-priority basis by the security documents prepared in form and duly and validly issued, fully paid and nonassessable shares of common stock, par value $0.05 per share substance satisfactory to the Dealer Manager (the "COMMON STOCK"), of the Company (such sharescollectively, the "CONVERSION SHARES") on the terms, and subject to the conditions, set forth in the New Indenture (including Exhibit A thereto“Security Documents”). The ProspectusProspectus and Offer to Exchange, the Letter of Transmittal, the Registration Statement, the Schedule TO (each as defined below), all statements and other documents filed or to be filed with any federal, state or local governmental or regulatory agency or authority authority, including any exhibits thereto (including the Indenture), and such other documents (including, but not limited to, any advertisements, press releases or summaries relating to the Exchange Offer and any forms of letters to brokers, dealers, banks, trust companies and other nominees relating to the Exchange Offer), in each case in the form first authorized for use by the Issuers Company in connection with the Exchange Offer and approved by the Dealer-Dealer Manager, and thereafter in each case together with any amendments and supplements thereto made in accordance with the terms of this agreement (this "the “Agreement"”), are collectively referred to as the "EXCHANGE OFFER MATERIALS"“Exchange Offer Materials.”

The Exchange Offer. Countrywide Financial CorporationComverse Technology, Inc., a Delaware New York corporation (the "COMPANY"“Company”), intends to offer to exchange (together with any amendments and extensions thereof, the "EXCHANGE OFFER"“Exchange Offer”) convertible securities its new Zero Yield Puttable Securities due 2031 2023 (the "NEW CONVERTIBLE SECURITIES"), with the full and unconditional guarantee (the "NEW GUARANTEE" and, together with the “New Convertible Securities, the "NEW SECURITIES"”) of Countrywide Home Loans, Inc. (the "GUARANTOR" and, together with the Company, the "ISSUERS"), for any and all of its outstanding XXXXx Zero Yield Puttable Securities due February 8, 2031 2023 (the "OLD SECURITIES"“Old Securities”), on the terms and subject to the conditions set forth in the Prospectus and related Letter of Transmittal (each as defined below) attached hereto as Exhibits A and B, respectively. The New Securities will be issued pursuant to an indenture (the "NEW “New Indenture"”) to be entered into by the Issuers Company and The Bank of New YorkXX Xxxxxx Chase Bank, N.A., as Trustee (the "NEW TRUSTEE"“New Trustee”). The New Securities will be convertible into cash and duly and validly issued, fully paid and nonassessable shares of common stock, par value $0.05 0.10 per share (the "COMMON STOCK"“Common Stock”), of the Company (such shares, the "CONVERSION SHARES"“Conversion Shares”) on the terms, and subject to the conditions, set forth in the New Indenture (including Exhibit A thereto)Indenture. The Prospectus, the Letter of Transmittal, the Registration Statement, the Schedule TO (each as defined below), all statements and other documents filed or to be filed with any federal, state or local governmental or regulatory agency or authority authority, including any exhibits thereto (including the New Indenture), and such other documents (including, but not limited to, any advertisements, press releases or summaries relating to the Exchange Offer and any forms of letters to brokers, dealers, banks, trust companies and other nominees relating to the Exchange Offer), in each case in the form first authorized for use by the Issuers Company in connection with the Exchange Offer and approved by the Dealer-Manager, and thereafter in each case together with any amendments and supplements thereto made in accordance with the terms of this agreement (this "“Agreement"”), are collectively referred to as the "EXCHANGE OFFER MATERIALS"“Exchange Offer Materials.”

The Exchange Offer. Countrywide Financial CorporationLaboratory Corporation of America Holdings, a Delaware corporation (the "COMPANY"“Company”), intends to make an offer to exchange (together with any amendments and extensions thereof, the "EXCHANGE OFFER"“Exchange Offer”) convertible securities to exchange its new Zero Coupon Convertible Subordinated Notes due 2031 2021 (the "NEW CONVERTIBLE SECURITIES"), with the full “New Securities”) and unconditional guarantee an exchange fee of $2.50 per $1,000 principal amount at maturity of Old Securities (as defined below) (the "NEW GUARANTEE" and, together with the New Convertible Securities, the "NEW SECURITIES"“Exchange Fee”) of Countrywide Home Loans, Inc. for its outstanding Liquid Yield Option™1 Notes due 2021 (the "GUARANTOR" and, together with the Company, the "ISSUERS"), for any and all of its outstanding XXXXx due February 8, 2031 (the "OLD SECURITIES"“Old Securities”), on the terms and subject to the conditions set forth in the Preliminary Prospectus and related Letter of Transmittal (each as defined below) attached hereto as Exhibits A and B, respectively. Exhibit A. The New Securities will be issued pursuant to an indenture (the "NEW “New Indenture"”) to be entered into by the Issuers Company and The Bank of New York, as Trustee (the "NEW TRUSTEE"“New Trustee”). The New Securities will be convertible into cash and and, if applicable, duly and validly issued, fully paid and nonassessable shares of common stock, par value $0.05 0.10 per share (the "COMMON STOCK"“Common Stock”), of the Company (such shares, the "CONVERSION SHARES"“Conversion Shares”), together with the rights (the “Rights”) on the termsevidenced by such Conversion Shares, and subject to the conditions, set forth extent provided in the New Indenture (including Exhibit A thereto)Rights Agreement dated December 31, 2001 between the Company and American Stock Transfer & Trust Company, as rights agent. The Preliminary Prospectus, the Letter of TransmittalProspectus, the Registration Statement relating to the Exchange Offer, any documents incorporated by reference in the Registration Statement, the Schedule TO (each as defined below)relating to the Exchange Offer, all statements and other documents filed or to be filed with any federal, state or local governmental or regulatory agency or authority authority, including any exhibits thereto, and such other documents (including, but not limited to, any advertisements, press releases or summaries relating to the Exchange Offer and any forms of letters to brokers, dealers, banks, trust companies and other nominees relating to the Exchange Offer), in each case in the form first authorized for use by the Issuers Company in connection with the Exchange Offer and approved by the Dealer-ManagerManager (as defined below), and thereafter in each case together with any amendments and supplements thereto made in accordance with the terms 1 ™ Trademark of Xxxxxxx Xxxxx & Co., Inc. of this agreement (this "“Agreement"”), are collectively referred to as the "EXCHANGE OFFER MATERIALS"“Exchange Offer Materials.”