Exchange Notes definition
Examples of Exchange Notes in a sentence
Sponsor has reviewed, or has had the opportunity to review, with the assistance of professional and legal advisors of its choosing, sufficient information (including all documents filed or furnished to the Securities and Exchange Commission by Pubco) and has had sufficient access to Pubco necessary for Sponsor to decide to exchange its Pubco Shares for the Exchange Notes in accordance with this Agreement.
The Initial Notes and the Exchange Notes will be issued initially in the form of one or more Definitive Subordinated Notes, unless, before the issuance of such Initial Notes or Exchange Notes, the Company has determined that some or all of the Subordinated Notes may be represented by Global Subordinated Notes and has so notified the Trustee, in which event such Initial Notes and/or Exchange Notes will be issued in the form of one or more Global Subordinated Notes.
The Exchange Notes issued pursuant to this Agreement are valid and binding obligations of Pubco enforceable against Pubco in accordance with their terms, subject to the Enforceability Exceptions.
The Exchange Notes to be acquired by Sponsor pursuant to this Agreement shall be acquired for Sponsor’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities Laws, and such Exchange Notes shall not be disposed of in contravention of the Securities Act or any applicable state securities Laws.
Any Subordinated Notes that remain outstanding after the consummation of such Exchange Offer, and Exchange Notes issued in connection with such Exchange Offer, will be treated as a single class of securities under this Indenture.