Exchange Offer Agreement definition

Exchange Offer Agreement means an Exchange Offer Agreement among the Issuer, the Guarantors and the Initial Purchasers relating to the exchange of Series B Securities for Existing Securities.
Sample 1
Exchange Offer Agreement has the meaning set forth in the Appendix hereto.
Sample 1
Exchange Offer Agreement means (1) with respect to the Initial Canadian Denominated Securities issued on the Issue Date, the Exchange Offer Agreement dated September 22, 2005, among, inter alia, the Company, the Guarantors, the Initial Purchasers and the Sub-Purchasers, and (2) with respect to each issuance of Additional Securities issued in a transaction exempt from the prospectus requirements of applicable Canadian Securities Laws, the exchange offer agreement, if any, among the Company and any persons purchasing such Additional Securities under the related Purchase Agreement.
Sample 1

Examples of Exchange Offer Agreement in a sentence

  • Also noteworthy is the way ideological factors affect the DV with those supporting group equality participating more in Denmark; and those who support Traditional values as well as Welfare spending, but oppose harsh Treatment of rulebreakers more likely to engage in Hungary.

  • All such dividend rates shall be subject to adjustment for any stock splits, reverse stock splits, stock dividends and similar events after the date of the Exchange Offer Agreement.

  • Conflicts should be resolved before they get to the destruction phase.

  • Strategic Committee" shall mean the Strategic Committee of the Board of Directors to be formed as provided in the Exchange Offer Agreement.

  • Maria Cláudia Oliveira Amaro, Maurício Rolim Amaro, Noemy Almeida Oliveira Amaro, and João Francisco Amaro signed contracts written in the English language, referred to as (a) Implementation Agreement, and (b) Exchange Offer Agreement (the “Executed Contracts”, including subsequent amendments thereto) containing the definitive terms and conditions for the proposed combination of LAN and TAM.

  • These binding agreements include an Implementation Agreement and an Exchange Offer Agreement containing the definitive terms and conditions of the proposed business combination of LAN and TAM.

  • Each Holder of a Canadian Denominated Security, by acceptance hereof, acknowledges and agrees to the provisions of the Exchange Offer Agreement, including the obligations of the Holders with respect to a qualification of Securities thereunder and the indemnification of the Company to the extent provided therein.

  • On January 18, 2011, we signed the binding agreement that include an Implementation Agreement and an Exchange Offer Agreement (the “Executed Contracts”) that contain the definitive terms and conditions of the proposed business combination of LAN and TAM.

  • On January 18, 2011, the Company published a significant event notice, informing the market that TAM and LAN Airlines S.A. had signed two agreements, the Implementation Agreement and Exchange Offer Agreement, regulating the final terms and conditions for the association contemplated in the Memorandum of Understanding entered into on August 13, 2010.

  • SECRETARY'S CERTIFICATE I, Xxxxx Xxxxxxxxxx, hereby certify pursuant to Section 6.1 of the Exchange Offer Agreement dated as of April ,2002 (the "Agreement") between WHITEWING LABS, INC., a corporation organized under the laws of the State of Delaware ("Whitewing") and TOTAL FILTER RECYCLING, INC.

Related to Exchange Offer Agreement

  • Exchange Offer means the exchange offer by the Company of Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof.

  • Exchange Offer Registration means a registration under the Securities Act effected pursuant to Section 2(a) hereof.

  • Exchange Offer Registration Period means the one-year period following the consummation of the Registered Exchange Offer, exclusive of any period during which any stop order shall be in effect suspending the effectiveness of the Exchange Offer Registration Statement.

  • Permitted Debt Exchange Offer shall have the meaning provided in Section 2.15(a).

  • Registered Exchange Offer means the offer by the Company, pursuant to the Registration Rights Agreement, to certain Holders of Initial Securities, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of Exchange Securities registered under the Securities Act.

  • Exchange Offer Registration Statement means an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.

  • Private Exchange Notes See Section 2(b) hereof.

  • Private Exchange Securities shall have the meaning set forth in Section 2.1 hereof.

  • Private Exchange shall have the meaning set forth in Section 2.1 hereof.

  • Rights Agreement has the meaning set forth in Section 4.7;

  • Registration Agreement means the Exchange and Registration Rights Agreement dated February 18, 2003 between the Company and the Initial Purchasers relating to the Securities and (b) any other similar Exchange and Registration Rights Agreement relating to Additional Securities.

  • Company Rights Agreement shall have the meaning set forth in Section 4.3.

  • Private Placement Warrants Purchase Agreement shall have the meaning given in the Recitals hereto.

  • Registered Offering Transaction Documents means this Agreement and the Registration Rights Agreement between the Company and the Investor as of the date herewith.

  • Registration Rights Agreement means the Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B attached hereto.

  • Exchange and Registration Rights Agreement means (i) the Exchange and Registration Rights Agreement dated the Issue Date among the initial purchasers named therein and the Company, as the same may be amended, supplemented or modified from time to time and (ii) any similar exchange and/or registration rights agreement entered into with respect to any Additional Securities, as any such agreement may be amended, supplemented or modified from time to time.

  • Initial Public Offering” (“IPO means an offering of securities registered under the 1933 Act, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the 1934 Act.

  • Consummation Deadline As defined in Section 3(b) hereof.

  • Private Offering means the private offering of Preferred Stock pursuant to the Memorandum.

  • Registration Rights Agreements means that certain Registration Rights Agreement dated as of the Closing Date by and between the Parent and Laurus and each other registration rights agreement by and between the Parent and Laurus, as each of the same may be amended, modified and supplemented from time to time.

  • Private Placement Agreement has the meaning set forth in Annex A hereto.

  • Existing Registration Rights Agreement shall have the meaning given in the Recitals hereto.

  • Definitive Acquisition Agreement means any definitive written agreement entered into by the Company that is conditioned on the approval by the holders of not less than a majority of the outstanding shares of Common Stock at a meeting of the stockholders of the Company with respect to (i) a merger, consolidation, recapitalization, reorganization, share exchange, business combination or similar transaction involving the Company or (ii) the acquisition in any manner, directly or indirectly, of more than 50% of the consolidated total assets (including, without limitation, equity securities of its subsidiaries) of the Company and its Subsidiaries.

  • Initial Purchase Agreement means the Purchase Agreement (including the related Blanket Endorsement, Initial Xxxx of Sale and any attachments thereto) substantially in the form of Attachment A hereto (of which these Master Terms form a part by reference), to be executed by VL Funding, the VL Funding Eligible Lender Trustee on behalf of VL Funding, Funding and the Interim Eligible Lender Trustee on behalf of Funding, which shall certify that the representations and warranties made by VL Funding as set forth in Sections 5(A) and (B) and by the Servicer as set forth in Section 5(C) of these Master Terms are true and correct as of the Closing Date.

  • Exchange Debentures has the meaning set forth in Section 2(a) hereof.

  • Original Registration Rights Agreement has the meaning set forth in the recitals to this Agreement.