Debt Offer. (a) The Company shall use its reasonable best efforts to commence, on the date 14 days prior to the estimated date of mailing the Proxy Statement or on any other date designated by Parent on at least five days notice to the Company, an offer to purchase, and related consent solicitation with respect to, all of the outstanding aggregate principal amount of the Company's 8 3/8 % Senior Subordinated Notes due 2012 (the "NOTES") on the terms and conditions set forth in Section 2.06(a) of the Company Disclosure Schedule (or as may be agreed between the Company and Parent) and such other customary terms and conditions as are reasonably acceptable to Parent and the Company (including the related consent solicitation, the "DEBT OFFER"); provided that (A) this Agreement shall not have been terminated in accordance with Section 8.01, (B) the Company shall have received from Parent the completed Offer Documents (as defined below), which shall be in form and substance reasonably satisfactory to the Company, and (C) at the time of such commencement, Parent shall have otherwise performed or complied with all of its agreements and covenants required by this Agreement to be performed on or prior to the time that the Debt Offer is to be commenced. The Company shall waive any of the conditions to the Debt Offer (other than that the Merger shall have been consummated and that there shall be no order or injunction prohibiting consummation of the Debt Offer) as may be reasonably requested by Parent and shall not, without the consent of Parent, waive any condition to the Debt Offer or make any changes to the terms and conditions of the Debt Offer other than as agreed between Parent and the Company. Notwithstanding the immediately preceding sentence, the Company need not make any change to the terms and conditions of the Debt Offer requested by Parent that decreases the price per Note payable in the Debt Offer or related consent solicitation or imposes conditions to the Debt Offer or related consent solicitation in addition to those set forth in Section 2.06(a) of the Company Disclosure Schedule that are materially adverse to holders of the Notes, unless such change is approved by the Company in writing.
Debt Offer. (a) The Company shall commence, on any date designated by Purchaser after 14 days following the date hereof and on at least five Business Days prior written notice to the Company, an offer to purchase all of the outstanding aggregate principal amount of the Company’s 9 5/8 % Senior Subordinated Notes due 2012 (the “Notes”) on the terms and conditions set forth in Section 4.05(a) of the Company Disclosure Schedule (or as otherwise may be agreed between in writing by the Company and Purchaser) and such other customary terms and conditions as are reasonably acceptable to Purchaser and the Company (including the related Consent Solicitation (as defined below), the “Debt Offer”); provided that (A) this Agreement shall not have been terminated in accordance with Section 8.01, and (B) at the time of such commencement, Purchaser shall have otherwise performed or complied in all material respects with all of its agreements and covenants required by this Agreement to be performed on or prior to the time that the Debt Offer is to be commenced. Following the commencement of the Debt Offer, the Company shall make such changes to the terms and conditions of the Debt Offer as may be reasonably requested in writing by Purchaser; provided that the Company shall not be required to (i) increase the price per Note payable unless advised in writing by the dealer manager of the Debt Offer that such increase is advisable to successfully complete the Debt Offer, (ii) remove the condition that the Merger shall have been consummated or the condition that there shall be no order or injunction prohibiting consummation of the Debt Offer or (iii) make any binding commitment by the Company or any Company Subsidiary unless such commitment is either conditioned on the Closing or terminates without liability to the Company or any Company Subsidiary. Following the commencement of the Debt Offer, the Company shall not, without the written consent of Purchaser, waive any condition to the Debt Offer or make any changes to the terms and conditions of the Debt Offer, in either case, that would have a material and adverse effect on Purchaser or the Surviving Corporation or the Financing except as otherwise agreed in writing between Purchaser and the Company. If Purchaser advises the Company in writing that, in its reasonable judgment based on the advice of the dealer manager of the Debt Offer, there is a significant possibility that the Requisite Consent will not be obtained and preparations shou...
Debt Offer. 43 SECTION 6.10. Qualified Electing Fund Documentation.............................................................44 SECTION 6.11. Omnitel Agreement..................................................................................44
Debt Offer. (a) The Company shall, within 10 days of receiving any request by the Purchaser to do so, commence an offer to purchase (accompanied by a related solicitation of consents regarding covenant amendments) all of the Company's outstanding 9 1/2% Senior Discount Notes due 2005 (the "Senior Notes") on such customary terms and conditions as are acceptable to the Purchaser and reasonably satisfactory to the Board of Directors (the "Debt Offer"). The Company shall waive any of the conditions to the Debt Offer and make any other changes in the terms and conditions of the Debt Offer as may be requested by the Purchaser and as are reasonably satisfactory to the Board of Directors, and the Company shall not, without the Purchaser's prior written consent, waive any material condition to the Debt Offer, make any changes to the terms and conditions of the Debt Offer set forth in Schedule 6.9 hereto or make any other material changes in the terms and conditions of the Debt Offer. The Company covenants and agrees that, subject to the terms and conditions of this Agreement, including but not limited to the conditions in the Debt Offer, it will accept for payment and pay for the Senior Notes as soon as reasonably practicable after such conditions to the Debt Offer are satisfied and it is permitted to do so under applicable law, provided that the Company shall use reasonable best efforts to coordinate the timing of any such purchase with the Purchaser in order to obtain the greatest participation in the Debt Offer.
Debt Offer. Subject to the terms and conditions of this Agreement, Seller shall commence an irrevocable tender offer (the "Debt Offer") to purchase all of the principal amount of the Debentures. The obligations of Seller (i) to commence the Debt Offer and (ii) to accept for payment, and pay for, any securities tendered pursuant to the Debt Offer, shall be subject to customary conditions and be conditioned upon closing of the transactions contemplated hereby and the OD Documents (any of which may be waived by Seller in its sole discretion). If fewer than one hundred percent (100%) of the Debentures are purchased pursuant to the Debt Offer, then at the Closing Purchaser shall (i) in accordance with the terms and provisions of Section 8.01 and Section 9.01 of the Indenture, assume the Debentures and enter into a Supplemental Indenture in accordance with such Section 8.01 and Section 9.01, (ii) give an irrevocable notice of redemption pursuant to Section 11.01 of the Indenture to the Trustee thereunder and each holder of a Debenture thereunder, specifying a "Redemption Date" thirty one (31) days after the Closing and other matters specified in Section 11.08 of the Indenture, and (iii) deposit the principal amount of the "Redemption Price" with the Trustee under the Indenture.
Debt Offer. 33 6.14 Commitment Letters; Rolled Options...............................................33 6.15
Debt Offer. At or prior to the Effective Time, unless called for redemption and paid for or satisfied and discharged pursuant to Section 3.4(b), the requisite consents specified in Section 3.3(a) of the La Quinta Entities Disclosure Schedule shall have been received under the Debt Offers and Properties and the respective trustees shall have executed the supplemental indentures described in Section 3.3 of this Agreement to the respective indentures governing the Notes, such supplemental indentures to be delivered and become effective promptly following the receipt of the required consents with the amendments provided for therein to become operative upon the acceptance of Notes for payment pursuant to the Debt Offers.
Debt Offer. (a) The Company shall commence, on or prior to the date of filing the Information Statement in preliminary form with the Securities and Exchange Commission (the "SEC") or on any other date agreed to in writing between the Company and Parent, an offer to purchase, and related consent solicitation to eliminate certain covenants with respect to, all of the outstanding aggregate principal amount of 9.000% Senior Secured Notes due 2008 of Barney's, Inc. (the "Senior Notes") on the terms and conditions set forth in Section 2.04(a) of the Company Disclosure Letter (or as may be agreed in writing between the Company and Parent) and such other customary terms and conditions as may be agreed between Parent and the Company (together with the related consent solicitation, the "Debt Offer"). The Company (i) shall waive any of the conditions to the Debt Offer (other than that the Merger shall have been consummated and that there shall be no Restraint that has the effect of preventing the consummation of the Debt Offer) as may be reasonably requested by Parent and (ii) shall not, without the written consent of Parent, waive any condition to the Debt Offer or make any changes to the terms and conditions of the Debt Offer. Notwithstanding the immediately preceding sentence, and subject to the terms and conditions set forth in Section 2.04(a) of the Company Disclosure Letter, the Company shall not be required to amend the terms and conditions of the Debt Offer pursuant to instructions from Parent if such amendment would decrease the price per Senior Note payable in the Debt Offer or impose conditions to the Debt Offer in addition to those set forth in Section 2.04(a) of the Company Disclosure Letter that are materially adverse to holders of the Senior Notes.
Debt Offer. As of or prior to the Effective Time, (i) the requisite consents specified in Section 2.04(a) of the Company Disclosure Letter shall have been received under the Debt Offer in order to permit (A) Barneys New York, Inc., certain of its Subsidiaries and the Senior Note Trustee to execute and deliver the supplemental indenture described in Section 2.04(a) of the Company Disclosure Letter and (B) Barneys New York, Inc., certain of its Subsidiaries and the Collateral Agent to execute and deliver the amendments to the related security documents described in Section 2.04(a) of the Company Disclosure Letter and (ii) an executed copy of such supplemental indenture and amendments to the security documents shall have been delivered to Parent.
Debt Offer. At or prior to the Effective Time, the requisite consents specified in Section 2.06(a) of the Company Disclosure Schedule, respectively, shall have been received under the Debt Offer and the Company and the respective trustees shall have executed and delivered the supplemental indenture described in Section 2.06(b) to the indenture governing the Notes.
