Private Exchange. (a) On the terms and subject to the conditions set forth in this Agreement, at the Private Exchange Offer Closing, the Investor shall deliver to the Company and surrender a number of Private Exchange Preferred Shares having an aggregate Liquidation Amount (as such term is defined in the Certificate of Designations of the CPP Preferred Stock) equal to the Private Closing Value and, in exchange therefor, the Company agrees to issue, sell, deliver and/or pay to the Investor:
Private Exchange. See Section 2(b). ---------------- Private Exchange Notes: See Section 2(b). ---------------------- Prospectus: The prospectus included in any Registration Statement ---------- (including, without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Notes covered by such Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.
Private Exchange. Upon the occurrence of a Private Exchange in accordance with the Registration Rights Agreement, the Company shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee or an authenticating agent shall authenticate (i) one or more Restricted Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes tendered for exchange by the Initial Purchasers and (ii) Restricted Definitive Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes tendered for exchange by the Initial Purchasers. Concurrently with the issuance of such Notes, the Trustee shall, at the written request of the Company, cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Company shall issue and execute and the Trustee or an authenticating agent shall authenticate and mail or deliver to the Persons designated by the Holders of Definitive Notes so exchanged Restricted Definitive Notes in the applicable principal amount. Any Notes that remain outstanding after the consummation of a Registered Exchange Offer, the Exchange Notes issued in connection with such Registered Exchange Offer, and Private Exchange Notes issued in connection with a Private Exchange, shall be treated as a single class of securities under this Indenture.
Private Exchange. See Section 2(g). ---------------- Private Exchange Securities: See Section 2(g). --------------------------- Prospectus: The prospectus included in any Registration Statement ---------- (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Securities covered by such Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.
Private Exchange. Simultaneously with, or at any time following, the delivery of the Exchange Notes pursuant to the Registered Exchange Offer (as such terms are defined in the Indenture), the Issuers shall issue and deliver to the Holder upon the written request of the Holder, in exchange (the “Private Exchange”) for the Initial Notes held by the Holder, a like principal amount of debt securities of the Issuers issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act of 1933, as amended (the “Securities Act”) and the securities laws of the several states of the United States, to the Initial Notes (the “Private Exchange Securities”). The Initial Notes and the Private Exchange Securities are herein collectively called the “Securities”. As soon as practicable after the close of the Private Exchange, the Issuers shall:
Private Exchange. See Section 2(g).
Private Exchange. If, at the end of the Exchange Offer Registration Period, the Initial Purchaser holds any Initial Securities, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to the Initial Purchaser upon the written request of the Initial Purchaser, in exchange (the "Private Exchange") for such Initial Securities, a like principal amount of Exchange Debentures identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States) to the Initial Securities (such Exchange Debentures and (as the context may require) any Additional Securities issued in respect thereof, are referred to herein as "Private Exchange Securities;" the Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the "Securities").
