Excess definition
Examples of Excess in a sentence
If the aggregate principal amount of the Notes surrendered by Holders thereof exceeds the Excess Cash Flow Offer Amount, the Issuer shall select the Notes (subject to applicable DTC procedures as to global notes) to be purchased on a pro rata basis to the extent practicable based on the aggregate principal amount of the Notes, with adjustments as necessary so that no Notes will be purchased in an unauthorized denomination; provided, that no Notes of $2,000 or less shall be purchased in part.
As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares.
In connection with each Excess Cash Flow Offer, the Issuer will comply with the applicable tender offer rules, including Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations, including the requirements of any applicable securities exchange on which Notes are then listed.
To the extent that the aggregate amount of Notes validly tendered pursuant to an Excess Cash Flow Offer is less than the Excess Cash Flow Offer Amount, the Company Parties may use any remaining Excess Cash Flow Offer Amount for any purpose not otherwise prohibited by the Indenture.
For the avoidance of doubt, the Parties agree that the “Transaction Expenses” set forth on the Closing Statement shall include any and all Transaction Expenses incurred or becoming known post-Closing to the extent such Transaction Expenses relate to any pre-Closing obligations or matters (including pursuant to Section 4.3.8 or otherwise), and all such Transaction Expenses shall be taken into account for purposes of the determination of any Excess or Deficit pursuant to Section 2.4(b)(v).