Common use of Debt Offer Clause in Contracts

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 use its reasonable best efforts to commence, on the date 14 days prior Prior to the estimated date of mailing the Proxy Statement or on any other date designated by Parent on at least five days notice Closing Date, Merger Sub intends to the Company, an commence a tender offer to purchase, and related consent solicitation with respect to, for some or all of the outstanding aggregate principal amount secured, senior and subordinated notes issued by the Company or any of the Company's 8 3/8 % Senior Subordinated Notes due 2012 its Subsidiaries (the "NOTES") “Notes”), on the terms and conditions set forth in Section 2.06(a) Schedule 5.15 of the Company Parent Disclosure Schedule Letter (or as may be agreed between the Company “Debt Offer”). Parent shall prepare all necessary and Parent) and such other customary terms and conditions as are reasonably acceptable to Parent and appropriate documentation in connection with the Company (Debt Offers, including the offers to purchase and consent solicitation statements, related consent solicitationletters of transmittal and other related documents (collectively, the "DEBT OFFER"“Offer Documents”); 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 agrees to provide, and will cause its Subsidiaries and its and their respective officers and employees to provide, reasonable cooperation in connection with the preparation of the conditions to Offer Documents and 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 , including with respect to the Company’s execution of supplemental indentures reflecting amendments to the indentures applicable to the debt subject to any Debt Offer to the extent approved by any required consents of holders of such debt. All mailings to the holders of the Notes in connection with the Debt Offers shall be reasonably requested subject to the prior review and comment by the Company and Parent and shall not, without the consent be reasonably acceptable to each of Parent, waive them. If at any condition time prior to the Debt Offer or make any changes to the terms and conditions completion of the Debt Offers any information in the Offer other than as agreed between Parent and the Company. Notwithstanding the immediately preceding sentence, Documents should be discovered by the Company need not make any change to the terms and conditions of the Debt Offer requested by or 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 should be set forth in Section 2.06(a) an amendment or supplement to the Offer Documents, so that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the Company Disclosure Schedule circumstances under which they are made, not misleading, the party that are materially adverse discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be disseminated by Merger Sub to the holders of the applicable Notes. Notwithstanding anything to the contrary in this Section 5.15, unless Merger Sub shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable law to the extent such change is approved laws are applicable in connection with the Debt Offers. To the extent that the provisions of any applicable law conflict with this Section 5.15, the Merger Sub shall comply with the applicable law and shall not be deemed to have breached its obligations hereunder by the Company in writingsuch compliance.

Debt Offer. (a) The At such time as requested by Holding and Acquisition Sub (provided that Holding and Acquisition Sub shall coordinate with the Company regarding such timing), 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, commence an offer to purchase, and accompanied by related solicitations of consent solicitation with respect to, all regarding covenant amendments to the Indenture to permit the consummation of the outstanding aggregate principal amount Merger and the other transactions contemplated hereby without breach or default of the Company's 8 3/8 % Indenture or the terms of the 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 the Company’s outstanding 10 ¼% senior subordinated notes due 2007 (the “Senior Subordinated Notes”), on such terms and conditions as are in accordance with the Indenture, applicable law and otherwise reasonably acceptable to Holding and Acquisition Sub, in the exercise of their reasonable judgment; provided that the price so offered for the purchase of the Senior Subordinated Notes (the “Tender Price”) shall be no less than the redemption price for such Senior Subordinated Notes in form and substance reasonably satisfactory to effect on the Company, and date hereof as provided in the Indenture (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 commencedOffer”). The Company shall waive any of the conditions to the Debt Offer (and make any other than that changes in the Merger shall have been consummated terms and that there shall be no order or injunction prohibiting consummation conditions of the Debt Offer) Offer as may be reasonably requested by Parent Holding and Acquisition Sub, and the Company shall not, without the consent of ParentHolding’s and Acquisition Sub’s prior consent, which shall not be unreasonably withheld or delayed, waive any material condition to the Debt Offer Offer, or make any changes to the terms and conditions of the Debt Offer other than as agreed between Parent and the CompanyOffer. Notwithstanding the immediately preceding sentenceforegoing, Holding agrees that without the Company’s prior consent the transactions contemplated by the Debt Offer shall not be consummated, and in connection therewith no amounts shall be payable by the Company to the holders of Senior Subordinated Notes in connection with such Debt Offer, pursuant to any offer to purchase or consent solicitation or otherwise (unless Holding provides an undertaking to reimburse the Company for any amounts so paid), unless the Merger has been consummated. In connection therewith, the Company need not make any change covenants and agrees that, subject to the terms and conditions of this Agreement, including but not limited to the Debt Offer requested by Parent that decreases the price per Note payable in the Debt Offer or related consent solicitation or imposes terms and conditions to the Debt Offer or related consent solicitation in addition to those set forth in Section 2.06(a) of Offer, it will accept for payment, and pay for, the Company Disclosure Schedule that are materially adverse to holders of Senior Subordinated Notes contemporaneously with, and contingent upon, the Notes, unless such change is approved by the Company in writingEffective Time.