The Exchange Offer Clause Examples
The Exchange Offer clause defines the terms and conditions under which one party proposes to exchange certain securities, assets, or interests for those held by another party. Typically, this clause outlines the specific items or securities being offered, the timeline for acceptance, and any requirements or procedures for participating in the exchange. For example, it may specify that shareholders can exchange their existing shares for new shares in a merged entity within a set period. The core function of this clause is to provide a clear framework for the exchange process, ensuring all parties understand their rights and obligations, and to facilitate a smooth and orderly transfer of interests.
The Exchange Offer. (a) As soon as reasonably practicable following the Commencement Date, the Company shall commence (within the meaning of Rule 13e-4(a)(4) under the Exchange Act) the Exchange Offer to exchange, out of funds legally available therefor, (i) for each outstanding share of 14¼% Preferred validly tendered in the Exchange Offer and not validly withdrawn (x) $7,000 principal amount of Series A Convertible Subordinated Debt and (y) $1,000 initial liquidation preference of Series A-1 Convertible Preferred, and (ii) for each outstanding share of 9¾% Preferred validly tendered in the Exchange Offer and not validly withdrawn (A) $4,000 principal amount of Series A Convertible Subordinated Debt and (B) $1,000 initial liquidation preference of Series A-1 Convertible Preferred; provided, that if, at the Exchange Offer Closing, the number of shares of 14¼% Preferred or 9¾% Preferred validly tendered in the Exchange Offer and not validly withdrawn represent 50% or less of the total outstanding shares of such class (a “Minority Exchange”), the Company shall exchange, out of funds legally available therefor, (i) for each outstanding share of 14¼% Preferred that has been accepted for exchange (x) $7,500 principal amount of Series A Convertible Subordinated Debt and (y) $500 initial liquidation preference of Series B Convertible Preferred, and (ii) for each outstanding share of 9¾% Preferred that has been accepted for exchange (A) $4,500 principal amount of Series A Convertible Subordinated Debt and (B) $500 initial liquidation preference of Series B Convertible Preferred. In order for shares of Senior Preferred Stock to be validly tendered, each holder of Senior Preferred Stock who tenders in the Exchange Offer shall tender all but not less than all of the Senior Preferred Stock such holder owns on the Commencement Date.
(b) The Company shall cause the Exchange Offer to remain open until the twentieth Business Day after such commencement of the Exchange Offer or, as set forth in this Section 5.01(b), such other later date as CIG and NBCU may mutually agree (the “Exchange Offer Initial Expiration Date”). The Company shall be obligated to accept for exchange shares of Senior Preferred Stock validly tendered pursuant to the Exchange Offer, subject only to the non-occurrence or waiver of each of the conditions set forth in Annex B (the “Exchange Offer Conditions”). The Company shall not amend or make changes to the terms of the Exchange Offer, including the Exchange Offer Conditio...
The Exchange Offer. (a) Provided that this Agreement shall not have been terminated in accordance with its terms, Telia shall commence the Exchange Offer as promptly as practicable after the date hereof and, in any event, no later than two (2) business days following the later of (i) the approval by the Finnish Financial Supervisory Authority of the combined tender offer document/ listing particulars to be issued in relation to the Exchange Offer and (ii) the effectiveness of the Registration Statement on Form F-4 registering that portion of Telia shares and Telia ADSs that may be offered to Sonera shareholders and Sonera ADS holders in the United States pursuant to the Exchange Offer (together with any amendment or supplement thereto, the “Exchange Offer Registration Statement”) and, subject to the Exchange Offer Conditions set forth in Section 1.01 (e) below, Telia shall make an offer (i) to the holders of Sonera shares, to exchange 1.51440 Telia shares for each Sonera share held by such holder and (ii) to the holders of Sonera ADSs, to exchange 1.51440 Telia ADSs for each Sonera ADS held by such holder and (iii) to holders of Sonera warrants issued pursuant to Sonera 1999 and 2000 stock option programs (the “Sonera Warrants” and, together with Sonera shares and Sonera ADSs, the “Sonera Securities”), to exchange each Sonera Warrant for one new warrant to be issued by Telia (the “Telia Warrants”). The Telia Warrants will be exercisable into Telia shares and will, to the extent possible, in all other respects, including the number of shares, exercise price and other terms and conditions of the Telia Warrants, reflect the terms and conditions of the Sonera Warrants adjusted by the Exchange Offer ratio referred to in subparagraph (i) above.
(b) Sonera currently holds 550.000 Sonera shares and agrees that it will not, without the prior written approval by Telia, dispose of any such shares prior to the Closing Date and that such shares will be excluded from the Exchange Offer.
(c) In connection with the Exchange Offer, Telia will only issue whole Telia shares, Telia ADSs or Telia Warrants. To the extent holders of Sonera Securities are entitled to fractions of Telia shares, Telia ADSs or Telia Warrants as a result of the application of the Exchange Offer ratio referred to in subparagraphs (i), (ii) or (iii) of Section 1.01 (a) above, such fractional entitlements will be sold on the Stockholm Stock Exchange (“SSE”) or, in the case of the Telia Warrants, on the over-the-counter mar...
The Exchange Offer. (a) Subject to satisfaction or waiver of all conditions specified in Section 7.1, and on the basis of the representations and warranties contained herein, the Parties shall, and shall cause Newco to, undertake the Exchange Offer, in which Newco shall offer:
(i) through a voluntary tender offer in Russia, to all holders of VimpelCom Common Shares, twenty (20) Newco Common DRs or 0.01 Russian rubles in exchange for each VimpelCom Common Share; provided, that Newco shall not accept tenders pursuant to the voluntary tender offer from any VimpelCom Shareholder who is not a Russian Qualified Investor if such VimpelCom Shareholder elects to receive Newco Common DRs in exchange for VimpelCom Common Shares;
(ii) through a voluntary tender offer in Russia, to all holders of VimpelCom Preferred Shares, twenty (20) Newco Preferred DRs or 0.01 Russian rubles in exchange for each VimpelCom Preferred Share; provided, that Newco shall not accept tenders pursuant to the voluntary tender offer from any VimpelCom Shareholder who is not a Russian Qualified Investor if such VimpelCom Shareholder elects to receive Newco Preferred DRs in exchange for VimpelCom Preferred Shares;
(iii) through an exchange offer in the United States, to all holders of VimpelCom ADRs, one (1) Newco Common DR or 0.0005 Russian rubles in exchange for each VimpelCom ADR;
(iv) through an exchange offer in the United States, to all holders of VimpelCom Common Shares, twenty (20) Newco Common DRs or 0.01 Russian rubles in exchange for each VimpelCom Common Share; and
(v) through an exchange offer in the United States, to all holders of VimpelCom Preferred Shares, twenty (20) Newco Preferred DRs or 0.01 Russian rubles in exchange for each VimpelCom Preferred Share; provided that Newco shall have no obligation to, and the Parties shall not permit Newco to, complete the Exchange Offer unless VimpelCom Shares representing in the aggregate the Exchange Offer Threshold are validly tendered to Newco prior to the end of the Exchange Offer. Subject to satisfaction or waiver of all conditions specified in ARTICLE VII, Eco Telecom and Telenor East agree to tender their respective VimpelCom Shares in the Exchange Offer in exchange for Newco DRs.
(b) Within the final twenty-five (25) days before the expiration of the Exchange Offer period, each of Altimo and Telenor Mobile has the right, in its discretion, subject to applicable Law, to unilaterally cause the acceptance period in the Exchange Offer to be extended for u...
The Exchange Offer. (a) On, or as promptly as reasonably practicable following, the date of this Agreement, the Company and the Investors shall commence (within the meaning of Rule 14d-2 under the Exchange Act) the Exchange Offer. Each $1,000 aggregate principal amount at maturity of ▇▇▇▇▇ accepted for purchase and/or exchange in the Exchange Offer on the terms and subject to the conditions and limitations set forth in this Agreement and in the Offer Documents shall be exchanged for the right to receive the Offer Consideration. The obligation of the Company and the Investors to accept for purchase and/or exchange, and to purchase and/or exchange (which obligation shall be several and not joint), any ▇▇▇▇▇ validly tendered and not validly withdrawn shall be subject only to the satisfaction or waiver (to the extent permitted by this Agreement) of each of the conditions set forth in Article VIII. Any condition may only be waived upon the mutual written agreement of the Company and the Investor; PROVIDED, HOWEVER, that (i) the Company shall be deemed to have waived each condition set forth in Section 8.02 if such condition is waived by the Investors, and (ii) the Investors shall be deemed to have waived any or all condition or conditions set forth in Section 8.01 if such condition or conditions are waived by the Company. No changes in any of the terms and conditions of the Exchange Offer shall be made, except upon the mutual written agreement of the Company and Investors. Notwithstanding the foregoing, the Company shall have the right to terminate the Exchange Offer at any time prior to the Expiration Time without the consent of the Investors; PROVIDED, that (A) prior to any such termination, the Company shall consult with the Investors concerning such termination, (B) the Company shall indemnify and hold harmless each Investor and its partners, members, officers, directors, employees and controlling Persons, if any, against any Claims (as defined below) arising as a result of any such termination (such Claims, "TERMINATION CLAIMS"), and (C) such termination shall not affect the Series C Warrants or the issuance thereof.
(i) Subject to the terms and conditions of the Exchange Offer and this Agreement, the Exchange Offer shall expire at midnight, New York City time, on the date that is twenty Business Days after the date the Exchange Offer is commenced (as extended in accordance with this Section 2.01(b)(i), the "EXPIRATION DATE", with midnight, New York City Time, on the Expirati...
The Exchange Offer. 22 4.1. Exchange Offer..............................................................22 ARTICLE V. THE IPO AND ACTIONS PENDING THE IPO.......................................22 5.1. Transactions Prior to the IPO...............................................22 5.2. Cooperation.................................................................23 5.3. Conditions Precedent to Consummation of the IPO.............................23 5.4. Registration Rights Agreement...............................................24
The Exchange Offer. The PMI Group, Inc., a Delaware corporation (the “Company”) proposes to offer to exchange up to $[359,986,000] aggregate principal amount of its outstanding 2.50% Senior Convertible Debentures due July 15, 2021 (the “Existing Securities”) for an equal principal amount of its new 2.50% Senior Convertible Debentures due July 15, 2021 (the “Exchange Securities”) and an exchange fee. The exchange offer described above will be made on the terms and subject to the conditions set forth in the Preliminary Prospectus and related Letter of Transmittal, attached as Exhibits A and B hereto, which together, as they may be supplemented or amended from time to time, constitute the “Exchange Offer”. The Exchange Securities will be issued pursuant to the indenture described in the Prospectus between the Company and the trustee for the Existing Securities (the “Indenture”).
The Exchange Offer. 9 SECTION 2.02.
The Exchange Offer. As promptly as practicable after the Execution Date, the Buyer will commence the Offer to acquire all of the Equity Securities in exchange for newly issued ordinary shares of the Buyer and cash in the amounts set forth below, excluding the Company Rollover Options and StayCool Rollover Options that will be rolled over to the Buyer’s option program. The Offer shall be made by means of an exchange offer that describes the terms and conditions of the Offer as set forth in this Agreement. The exchange offer will include a form for acceptance of the Offer including a signature page or joinder to this Agreement. In connection with the Offer, the Company shall promptly as practicable furnish the Buyer with a copy of the register of members and any other available listings, containing the names and addresses of the holders of the Equity Securities to the extent necessary for the Offer, and shall promptly as practicable furnish the Buyer with such information and assistance as the Buyer may reasonably request for the purpose of communicating the Offer to the holders of Equity Securities. Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, the Buyer shall accept and pay for all Equity Securities validly tendered by Sellers’ pursuant to the Offer and the terms of this Agreement.
The Exchange Offer. Subject to the terms and conditions of this Exchange Agreement, the undersigned Investor hereby agrees to exchange the principal amount of 6.50% Notes set forth on the signature page of the Investor hereto (the “Exchanged 6.50% Notes”) for the New Note, and the Company hereby agrees to issue the New Note to the Investor in exchange for such Exchanged 6.50% Notes.
The Exchange Offer. Subject to the terms and conditions of this Exchange Agreement, the undersigned Investor hereby agrees to exchange the principal amount of 6.50% Notes set forth on the signature page of the Investor hereto (the “Exchanged 6.50% Notes”), together with any accrued and unpaid interest on such Exchanged 6.50% Notes to, but excluding, May 15, 2019, for a number of Shares as set forth on the signature page of the Investor hereto, representing a per Share value of approximately $4.60, and the Warrant, and the Company hereby agrees to issue such number of Shares and the Warrant to the Investor in exchange for such Exchanged 6.50% Notes.