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therefor, (i) for each outstanding share of 14¼% Preferred validly tendered in the Exchange Offer and not validly withdrawn (x) $7,000 principal amount of Series A Convertible Subordinated Debt and (y) $1,000 initial liquidation preference of Series A-1 Convertible Preferred, and (ii) for each outstanding share of 9¾% Preferred validly tendered in the Exchange Offer and not validly withdrawn (A) $4,000 principal amount of Series A Convertible Subordinated Debt and (B) $1,000 initial liquidation preference of Series A-1 Convertible Preferred;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Closing, the number of shares of 14¼% Preferred or 9¾% Preferred validly tendered in the Exchange Offer and not validly withdrawn represent 50% or less of the total outstanding shares of such class (a “Minority Exchange”), the Company shall exchange, out of funds legally available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.
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:
The Exchange Offer. Countrywide Financial Corporation, a Delaware corporation (the "COMPANY"), intends to offer to exchange (together with any amendments and extensions thereof, the "EXCHANGE OFFER") convertible securities due 2031 (the "NEW CONVERTIBLE SECURITIES"), with the full and unconditional guarantee (the "NEW GUARANTEE" and, together with the New Convertible Securities, the "NEW SECURITIES") of Countrywide Home Loans, Inc. (the "GUARANTOR" and, together with the Company, the "ISSUERS"), for any and all of its outstanding LYONs due February 8, 2031 (the "OLD SECURITIES"), on the terms and subject to the conditions set forth in the Prospectus and related Letter of Transmittal (each as defined below) attached hereto as Exhibits A and B, respectively. The New Securities will be issued pursuant to an indenture (the "NEW Indenture") to be entered into by the Issuers and The Bank of New York, as Trustee (the "NEW TRUSTEE"). The New Securities will be convertible into cash and duly and validly issued, fully paid and nonassessable shares of common stock, par value $0.05 per share (the "COMMON STOCK"), of the Company (such shares, the "CONVERSION SHARES") on the terms, and subject to the conditions, set forth in the New Indenture (including Exhibit A thereto). The Prospectus, the Letter of Transmittal, the Registration Statement, the Schedule TO (each as defined below), all statements and other documents filed or to be filed with any federal, state or local governmental or regulatory agency or authority and such other documents (including, but not limited to, any advertisements, press releases or summaries relating to the Exchange Offer and any forms of letters to brokers, dealers, banks, trust companies and other nominees relating to the Exchange Offer), in each case in the form first authorized for use by the Issuers in connection with the Exchange Offer and approved by the Dealer-Manager, and thereafter in each case together with any amendments and supplements thereto made in accordance with the terms of this agreement (this "Agreement"), are collectively referred to as the "EXCHANGE OFFER MATERIALS".
The Exchange Offer. Subject to the terms and conditions of this Exchange Agreement, each undersigned Investor hereby agrees to exchange the principal amount of 6.50% Notes set forth on the signature page of such 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 such Investor hereto, representing a per Share value of $4.00, and a Warrant to purchase a number of shares of Common Stock as set forth on the signature page of such Investor hereto, and the Company hereby agrees to issue such number of Shares and a Warrant to such Investor in exchange for such Exchanged 6.50% Notes.
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. 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. 9 SECTION 2.02.
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 LYONs 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 LYONs 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.
The Exchange Offer. Laboratory Corporation of America Holdings, a Delaware corporation (the “Company”), intends to make an offer (together with any amendments and extensions thereof, the “Exchange Offer”) to exchange its new Zero Coupon Convertible Subordinated Notes due 2021 (the “New Securities”) and an exchange fee of $2.50 per $1,000 principal amount at maturity of Old Securities (as defined below) (the “Exchange Fee”) for its outstanding Liquid Yield Option™1 Notes due 2021 (the “Old Securities”), on the terms and subject to the conditions set forth in the Preliminary Prospectus attached hereto as Exhibit A. The New Securities will be issued pursuant to an indenture (the “New Indenture”) to be entered into by the Company and The Bank of New York, as Trustee (the “New Trustee”). The New Securities will be convertible into cash and, if applicable, duly and validly issued, fully paid and nonassessable shares of common stock, par value $0.10 per share (the “Common Stock”), of the Company (such shares, the “Conversion Shares”), together with the rights (the “Rights”) evidenced by such Conversion Shares, to the extent provided in the Rights Agreement dated December 31, 2001 between the Company and American Stock Transfer & Trust Company, as rights agent. The Preliminary Prospectus, the Prospectus, the Registration Statement relating to the Exchange Offer, any documents incorporated by reference in the Registration Statement, the Schedule TO relating to the Exchange Offer, all statements and other documents filed or to be filed with any federal, state or local governmental or regulatory agency or authority, including any exhibits thereto, and such other documents (including, but not limited to, any advertisements, press releases or summaries relating to the Exchange Offer and any forms of letters to brokers, dealers, banks, trust companies and other nominees relating to the Exchange Offer), in each case in the form first authorized for use by the Company in connection with the Exchange Offer and approved by the Dealer-Manager (as defined below), and thereafter in each case together with any amendments and supplements thereto made in accordance with the terms 1 ™ Trademark of Merrill Lynch & Co., Inc. of this agreement (this “Agreement”), are collectively referred to as the “Exchange Offer Materials.”
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”).