Private Exchange Clause Samples
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:
(i) a number of Private Exchange Securities equal to the quotient of (x) the Private Closing Value and (y) 3,250,000 and which are convertible into an aggregate number of shares of Common Stock equal to the Private Closing Value divided by 3.25 (the “Private Exchange Common Stock Amount”) (subject to adjustment as provided therein);
(ii) the Warrant to purchase (subject to adjustment as provided therein) a number of shares of Common Stock equal to the product of (A) the number of shares of Series M Interim Stock issued to the Investor multiplied by (B) the quotient of (x) 790,000,000 and (y) the aggregate number of shares of Series M Interim Stock outstanding as of the close of business on the second business day immediately preceding the Initial Exercise Date (as defined in the Warrant), after giving effect to any transactions occurring at or prior to such time; and
(iii) an amount equal to all accrued and unpaid dividends on the Private Exchange Preferred Shares to, but excluding, the Private Exchange Offer Closing Date either (A) in cash to an account designated by the Investor or (B) at the Company’s option, by delivering to the Investor certificates in proper form evidencing a number of shares of Common Stock (or an equivalent number of additional shares of Series M Interim Stock), collectively having a value equal to the amount of such accrued and unpaid dividends, together with, if applicable, cash in lieu of fractional shares to an account designated by the Investor. For purposes of Section 1.1(a)(iii) and for Sections 1.3(a)(i)(B) and 1.3(a)(ii)(B) below, the value of the Common Stock shall equal the Market Price (as defined in Section 4.14) per share.
Private Exchange. See Section 2 hereof. ---------------- Private Exchange Notes: See Section 2 hereof. ---------------------- 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, 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 hereof. ---------------- Private Exchange Certificate: See Section 2 hereof. ---------------------------- Private Exchange Preferred Stock: See Section 2 hereof. -------------------------------- 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, 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 Issuer 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 Issuer 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 Issuer shall:
a. accept for exchange all the Securities validly tendered and not withdrawn pursuant to the Private Exchange;
b. deliver to the Trustee for cancellation all the Initial Notes so accepted for exchange; and
c. cause the Trustee to authenticate and deliver promptly to the Holder, Private Exchange Securities equal in principal amount to the Initial Notes of the Holder so accepted for exchange. The Indenture will provide that the Securities and the Exchange Notes will vote and consent together on all matters as one class and that none of the Securities will have the right to vote or consent as a class separate from one another on any matter. Interest on the Private Exchange Securities issued pursuant to the Private Exchange will accrue from the last interest payment date on which interest was paid on the Initial Notes surrendered in exchange therefor or, if no interest has been paid on the Initial Notes, from the original issue date of the Initial Notes (the “Issue Date”).
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").
Private Exchange. TELKOM shall invoice and recover from the licensee of such products the full license fee thereof and TELKOM shall pay to SAP Africa an amount equal to such license fee less the aforesaid referral fee.
Private Exchange. See Section 2(g).