Notes Exchange Clause Samples

Notes Exchange. The Notes Exchange Closing shall have occurred or be occurring contemporaneously therewith.

Notes Exchange. Pursuant to the terms of the Exchange Agreement, Initial Issuer will exchange with the Noteholder Parties $382,662,000 in aggregate principal amount of Exchanging Notes held by the Noteholder Parties for $382,662,000 in aggregate principal amount of New Notes issued by Initial Issuer (as such number may be increased by up to $6,500,000 for the amount of Excluded Notes that participate in the Exchange).

Notes Exchange. The participation, including, without limitation, the full and irrevocable tender, by Supporting Noteholder in an exchange offer conducted by Cenveo for the outstanding 11.5% Notes for the consideration set forth in and in accordance with the offering memorandum in the form attached hereto as Exhibit A (the “Offering Memorandum”), pursuant to the offer to exchange contained therein (the “Offer”), which will include the issuance to those persons participating in the Offer, in exchange for the 11.5% Notes exchange in the Offer, of (i) the Company’s newly issued 6% senior notes due 2024, and (ii) warrants to purchase shares of common stock, par value $0.01 per share, of Parent, the terms of such warrants set forth in the Warrant Agreement to be entered into between Parent and Computershare Trust Company, N.A., a copy of which is attached as Exhibit B hereto (the “Warrant Agreement”) (such exchange transaction, the “11.5% Notes Exchange”).

Notes Exchange. (a) The Company agrees to use its commercially reasonable efforts to file with the SEC, no later than six months following the Closing Date (the “Exchange Filing Date”), such registration statement or tender offer documents as the Company determines (in its discretion) in connection with an offer by the Company to Purchaser and the other holders of Notes to exchange the Notes into the same series of new notes that (a) are registered for resale with the SEC under the Securities Act and (b) have terms substantially similar to the Notes (such new notes, the “Exchange Notes”, such filing, the “Exchange Filing” and such transaction, the “Exchange”). The foregoing notwithstanding, the terms and conditions (including with respect to taxability of the Exchange transactions and the application of the Securities Act and the SEC’s rules thereto) of the Exchange Notes, the Exchange Filing and the Exchange shall be in the Company’s reasonable discretion, and no holder of Notes shall have any obligation to participate in the Exchange, and no holder of Notes shall have any right to dictate the terms and conditions of the Exchange. (b) Notwithstanding anything herein to the contrary, the Company may delay the Exchange Filing or suspend the Exchange in the event that the Company’s Board of Directors determines in good faith that such delay or suspension (A) is necessary to delay the disclosure of material non-public information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company’s Board of Directors, in the best interests of the Company, (B) because the Company is not then able to satisfy the financial statement requirements applicable to the Exchange Filing or the Exchange without unreasonable cost or effort, or (C) the delay is required to amend or supplement the affected Exchange Filings so that such Exchange Filings shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (an “Allowed Exchange Delay”); provided, that the Company shall promptly (a) notify the Holder in writing of the commencement of and the reasons for an Allowed Exchange Delay, but shall not (without the prior written consent of the Holder) disclose to the Holder any material non-public information giving rise to an Allowed Exchange Delay, (b) if applicable, advise the...

Notes Exchange