Examples of Private Exchange Offer in a sentence
Private Exchange Offer shall have the meaning set forth in the preamble.
Holders of Everest Notes Eligible to Participate in the Exchange Offers Regency will conduct the Private Exchange Offer and related consent solicitation (if any) in accordance with the applicable exemptions and requirements of the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) under such statutes.
Accrued and Unpaid Interest Holders of Everest Notes whose Everest Notes are accepted for exchange will receive an amount in cash equal to accrued and unpaid interest, if any, on such Everest Notes from the last interest payment date to, but not including, the date of settlement of the Private Exchange Offer (the “Settlement Date”).
Only Eligible Holders that hold Everest Notes may participate in the Private Exchange Offer, and the Confidential Offering Memorandum will provide that holders who tender Everest Notes pursuant to the Private Exchange Offer will be deemed to represent that they are Eligible Holders.
As an inducement to the Dealer Managers to enter into the Dealer Manager Agreement and as an inducement for holders of the Old Securities to participate in the Private Exchange Offer, the Issuers have agreed to provide to the participants in the Private Exchange Offer and their direct and indirect transferees the registration rights set forth in this Agreement.
The representations and warranties of the Company made herein or in any certificates delivered in connection with the Private Exchange Offer Closing or Public Exchange Offer Closing shall survive such closings without limitation.
As an inducement to the Dealer Managers to enter into the Dealer Manager Agreement and as an inducement for holders of the Old Securities to participate in the Private Exchange Offer, the Issuer has agreed to provide to the participants in the Private Exchange Offer and their direct and indirect transferees the registration rights set forth in this Agreement.
All covenants and agreements, other than those which by their terms apply in whole or in part after the Private Exchange Offer Closing or the Public Exchange Offer Closing, as applicable, shall terminate as of such closing.
The Issuer and the Dealer Managers are parties to the Dealer Manager Agreement dated March 22, 2017 (the Dealer Manager Agreement), pursuant to which the Issuer has arranged for it to offer to exchange (the Private Exchange Offer) the Issuer’s Notes due October 2048 guaranteed by the Guarantors (the Securities) for the outstanding existing notes named therein (the Old Securities).
The Issuers and the Dealer Managers are parties to the Dealer Manager Agreement dated October 26, 2018 (the Dealer Manager Agreement), pursuant to which the Issuers have arranged to offer to exchange (the Private Exchange Offer) certain series of the Issuers’ notes guaranteed by the Guarantors (the Securities) for the outstanding existing notes named therein (the Old Securities).