Purpose of the Exchange Offer definition

Purpose of the Exchange Offer section and set forth in Annex C hereto in the “Plan of Distribution” section of the prospectus forming a part of the Exchange Offer Registration Statement and include the information set forth in Annex D hereto in the letter of transmittal delivered pursuant to the Exchange Offer; (ii) if requested by an Initial Purchaser, include the information required by Item 507 or Item 508, as applicable, of Regulation S-K under the Securities Act in the prospectus forming a part of the Exchange Offer Registration Statement; (iii) ensure that the “Plan of Distribution” section of the prospectus forming a part of the Exchange Offer Registration Statement contains a summary statement of the positions taken or policies made by the staff of the Commission with respect to the potential “underwriter” status of any broker-dealer that is the beneficial owner (as defined in Rule 13d-3 under the 1934 Act of Exchange Securities received by such broker-dealer in the Exchange Offer (a “Participating Broker-Dealer”) whether such positions or policies, in the reasonable judgment of the Company based upon advice of counsel, represent the prevailing views of the staff of the Commission; and (iv) in the case of a Shelf Registration Statement, include the names of the Holders who propose to sell Securities pursuant to the Shelf Registration Statement as selling securityholders.
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Purpose of the Exchange Offer section and in Annex C hereto in the "Plan of Distribution" section of the prospectus forming a part of the Exchange Offer Registration Statement, and include the information set forth in Annex D hereto in the Letter of Transmittal delivered pursuant to the Registered Exchange Offer; and (iii) if requested by the Initial Purchaser, include the information required by Items 507 or 508 of Regulation S-K, as applicable, in the prospectus forming a part of the Exchange Offer Registration Statement.
Sample 1
Purpose of the Exchange Offer section or corresponding section, and (c) Annex C hereto in the “Plan of Distribution” section or corresponding section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) a Purchaser that elects to sell Exchange Securities acquired in exchange for Initial Securities constituting any portion of an unsold allotment is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale.
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Examples of Purpose of the Exchange Offer in a sentence

  • Purpose of the Exchange Offer The purpose of this exchange offer is to exchange outstanding notes for new notes with certain different terms.

  • The Purpose of the Exchange Offer, and Its Benefit to the PDVSA Parties.

  • Purpose of the Exchange Offer In light of the financial difficulties affecting the Chinese property development sector and as part of its efforts to generate sufficient cash flow to meet its financial commitments, the Company is conducting the Exchange Offer to improve its financial condition, extend its debt maturity profile and strengthen its balance sheet.

  • Purpose of the Exchange Offer The purpose of the Exchange Offer is to satisfy our obligations under the Registration Rights Agreement.

  • Purpose of the Exchange Offer When we sold the outstanding notes on June 30, 1999, we entered into an exchange and registration rights agreement with the initial purchasers of those notes.

  • You should read the section entitled "The Exchange Offer and the Consent Solicitation—Background and Purpose of the Exchange Offer" for more information regarding this lockup agreement.

  • Please refer to the section headed “Background and Purpose of the Exchange Offer and Consent Solicitation” of this announcement.

  • Purpose of the Exchange Offer The Exchange Offer is designed to allow each shareholder the opportunity to restructure his or her investment in KRUG in line with his or her personal investment objectives.

  • THE EXCHANGE OFFER Purpose of the Exchange Offer When we completed the issuance of the Original Notes in connection with private exchange offers on June 21, 2018, we entered into the Registration Rights Agreement with the dealer managers of the private exchange offers.

  • See "The Exchange Offer -- Purpose of the Exchange Offer." THE EXCHANGE OFFER; SECURITIES OFFERED Upon the terms and subject to the conditions set forth herein and in the Letter of Transmittal, the Company hereby offers to exchange up to $1,100,000,000 aggregate principal amount of debentures designated as its % Convertible Subordinated Quarterly Income Capital Securities due 2024 (the "Debentures") for up to all of the outstanding shares of Preferred Stock.


More Definitions of Purpose of the Exchange Offer

Purpose of the Exchange Offer section and in Annex C hereto in the “Plan of Distribution” section of the prospectus forming a part of the Exchange Offer Registration Statement and include the information set forth in Annex D hereto in the Letter of Transmittal delivered pursuant to the Registered Exchange Offer; (iii) if requested by any broker-dealer that is the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of Exchange Securities received by such broker-dealer in the Registered Exchange Offer (a “Participating Broker-Dealer”), include the information required by Item 508 of Regulation S-K under the Securities Act, as applicable, in the prospectus forming a part of the Exchange Offer Registration Statement and (iv) in the case of a Shelf Registration Statement, if requested by any Participating Broker Dealer, include the information required by Item 507 of Regulation S-K under the Securities Act, including the names of the Holders, who propose to sell Securities pursuant to the Shelf Registration Statement, as selling securityholders.
Sample 1
Purpose of the Exchange Offer section and in Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities and Exchange Guarantees received by such Exchanging Dealer pursuant to the Registered Exchange Offer. In connection with the Registered Exchange Offer, the Company shall:
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Related to Purpose of the Exchange Offer

  • Exchange Offer means the exchange offer by the Company of Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof.

  • Permitted Debt Exchange Offer shall have the meaning provided in Section 2.15(a).

  • Registered Exchange Offer means the offer by the Issuers, pursuant to a Registration Rights Agreement, to certain Holders of Initial Notes, to issue and deliver to such Holders, in exchange for the Initial Notes, a like aggregate principal amount of Exchange Notes registered under the Securities Act.

  • Exchange Offer Registration Period means the one-year period following the consummation of the Registered Exchange Offer, exclusive of any period during which any stop order shall be in effect suspending the effectiveness of the Exchange Offer Registration Statement.

  • Consummation Deadline As defined in Section 3(b) hereof.

  • Exchange Offer Registration means a registration under the Securities Act effected pursuant to Section 2(a) hereof.

  • Exchange Offer Registration Statement means an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.

  • Private Exchange Notes See Section 2(b) hereof.

  • Private Exchange means the offer by the Company, pursuant to a Registration Rights Agreement, to the Initial Purchasers to issue and deliver to each Initial Purchaser, in exchange for the Initial Securities held by the Initial Purchaser as part of its initial distribution, a like aggregate principal amount of Private Exchange Securities.

  • Free Exchange means an exchange of a Commission Share of one Fund for a Commission Share of another Fund under circumstances where the CDSC which would have been payable in respect of a redemption of the exchanged Commission Share on the date of such exchange is waived and the Commission Share issued in such exchange is treated as a continuation of the investment in the Commission Share exchanged for purposes of determining the CDSC payable if such Commission Share issued in the exchange is thereafter redeemed.

  • Consummation Date means the date of the substantial consummation (as defined in Section 1101 of the Bankruptcy Code and which for purposes of this Agreement shall be no later than the effective date) of a Reorganization Plan that is confirmed pursuant to an order of the Bankruptcy Court.

  • Private Exchange Securities shall have the meaning set forth in Section 2(a) hereof.

  • Permitted Debt Exchange Notes shall have the meaning provided in Section 2.15(a).

  • Hostile Acquisition means (a) the acquisition of the Equity Interests of a Person through a tender offer or similar solicitation of the owners of such Equity Interests which has not been approved (prior to such acquisition) by the board of directors (or any other applicable governing body) of such Person or by similar action if such Person is not a corporation and (b) any such acquisition as to which such approval has been withdrawn.

  • Private Offering means the private offering of Preferred Stock pursuant to the Memorandum.

  • Tender Offer means a takeover offer, tender offer, exchange offer, solicitation, proposal or other event by any entity or person that results in such entity or person purchasing, or otherwise obtaining or having the right to obtain, by conversion or other means, greater than 10 per cent. and less than 100 per cent. of the outstanding voting shares of the Share Company, as determined by the Determination Agent, based upon the making of filings with governmental or self-regulatory agencies or such other information as the Determination Agent deems relevant.

  • Personal Securities Transaction means any transaction in a Covered Security in which an Access Person has a direct or indirect Pecuniary Interest.

  • Personal Securities Transactions means any transaction in a Security pursuant to which an Access Person would have a Beneficial Ownership interest with the exception of obligations of the U.S. Government, bankers’ acceptances, bank certificates of deposit, money market fund shares, commercial paper, high quality short-term debt instruments and registered open-end investment companies, none of which are funds advised or sub-advised by the Firm.

  • Permitted Debt Exchange shall have the meaning provided in Section 2.15(a).

  • Asset Sale Offer shall have the meaning specified in Section 4.14.

  • Net Proceeds Offer Trigger Date has the meaning set forth in Section 4.16.

  • Accepted Note shall have the meaning specified in paragraph 2B(5).

  • Optional Exchange Date means any date on which Underlying Securities subject to Optional Exchange are distributed to a Certificateholder.

  • Qualifying Public Offering means a firm commitment underwritten public offering of Stock for cash where the shares of Stock registered under the Securities Act are listed on a national securities exchange.