Exchange Offer and Consent Solicitation Memorandum definition

Exchange Offer and Consent Solicitation Memorandum means this Exchange Offer and Consent Solicitation Memorandum.
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Examples of Exchange Offer and Consent Solicitation Memorandum in a sentence

  • The distribution of the Exchange Offer and Consent Solicitation Memorandum in certain jurisdictions may be restricted by law.

  • The Trustee has not been involved in formulating or negotiating the Proposal and makes no representation that all relevant information has been disclosed to the Holders pursuant to the Exchange Offer and Consent Solicitation Memorandum and this Notice of Meeting.

  • Any Voting Instructions given may not be revoked or amended except in the limited circumstances set out in the Exchange Offer and Consent Solicitation Memorandum.

  • TRUSTEE In accordance with its normal practice, the Trustee expresses no opinion as to the merits of the Proposal or the Extraordinary Resolution but the Trustee has authorised it to be stated that, on the basis of the information as set out in the Exchange Offer and Consent Solicitation Memorandum (which it recommends Holders to read carefully) and in this Notice of Meeting, it has no objection to the Proposal and the Extraordinary Resolution being put to Holders for their consideration.

  • Voting Instructions given and Earmarking Instruction Letters submitted in respect of the Meeting (unless validly revoked in the limited circumstances set out in the Exchange Offer and Consent Solicitation Memorandum) shall remain valid for such adjourned Meeting.

  • The Exchange Offer and Consent Solicitation Memorandum does not constitute a solicitation in any circumstances in which such solicitation is unlawful.

  • The Bondholders or Direct Participants (directly or on behalf of Beneficial Owners) who have submitted Electronic Instruction Notices to the Clearing Systems or to the Bondholder in accordance with the procedures set out in the Exchange Offer and Consent Solicitation Memorandum need take no further action in relation to voting at the Bondholder Meeting in respect of the Extraordinary Resolutions.

  • Certain tax-related disclosures are set out in the Exchange Offer and Consent Solicitation Memorandum.

  • Neither the Dealer Manager nor the Trustee has verified any of the statements made in the Exchange Offer and Consent Solicitation Memorandum or in this Notice.

  • In order to avoid any violation of laws applicable in countries other than Singapore, the Exchange Offer and Consent Solicitation Memorandum has not been and will not be mailed to the Holders who do not have an address in Singapore ("Foreign Holders").

Related to Exchange Offer and Consent Solicitation Memorandum

  • Consent Solicitation Memorandum means the consent solicitation memorandum dated 20 October 2021 prepared by the Issuer in relation to the Consent Solicitation;

  • Consent Solicitation Statement means the consent solicitation statement included as part of the Registration Statement with respect to the solicitation by the Company of the Company Stockholder Approval.

  • Consent Solicitation has the meaning set forth in Section 6.15(b).

  • Final Offering Memorandum shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Company hereby confirms its agreements with the Initial Purchasers as follows:

  • Home solicitation sale means a sale of goods or services of more than $25.00 in which the seller or a person acting for the seller engages in a personal, telephonic, or written solicitation of the sale, the solicitation is received by the buyer at a residence of the buyer, and the buyer's agreement or offer to purchase is there given to the seller or a person acting for the seller. Home solicitation sale does not include any of the following:

  • 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.

  • Preliminary Offering Memorandum means the preliminary offering memorandum consisting of the Red Xxxxxxx Prospectus and the preliminary international wrap to be used for offer and sale to persons/entities that are resident outside India;

  • Final Offering Circular means the final offering circular relating to the public offering of the Shares as filed with the Commission pursuant to Regulation A of the Rules and Regulations;

  • Tender Offer Documents means the documents provided to the holders of the Auction Preferred Shares by or on behalf of the Fund in connection with the Tender Offer.

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

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

  • Restructuring Transactions Memorandum means a document, to be included in the Plan Supplement, that sets forth the material components of the Restructuring Transactions and a description of the steps to be carried out to effectuate the Restructuring Transactions in accordance with the Plan, including the reorganization of the Debtors and issuance of the New Valaris Equity, through the Chapter 11 Cases, the Plan, or any Implementation Mechanism (including, in the United Kingdom, through the Administration).

  • Preliminary Offering Circular means any preliminary offering circular or memorandum, if any, or any other written preliminary materials authorized by the Issuer to be used in connection with such an Offering. As used herein, the terms “Offering Circular” and “Preliminary Offering Circular” include the material, if any, incorporated by reference therein. We will either, as soon as practicable after the later of the date of the Invitation Wire or the date made available to us by the Issuer, furnish to you (or make available for your review) a copy of any Preliminary Offering Circular or any proof or draft of the Offering Circular. In any event, in any Offering involving an Offering Circular, the Manager will furnish, make available to you, or make arrangements for you to obtain, as soon as practicable after sufficient quantities thereof are made available by the Issuer, copies (which may, to the extent permitted by law, be in electronic form) of the Preliminary Offering Circular and Offering Circular, as amended or supplemented, if applicable (but excluding, for this purpose, documents incorporated therein by reference).

  • Securities Financing Transactions means repurchase agreements, reverse repurchase agreements, securities lending agreements and any other transactions within the scope of SFTR that a Fund is permitted to engage in;

  • 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.

  • securities financing transaction or 'SFT' means a repurchase transaction, a securities or commodities lending or borrowing transaction, or a margin lending transaction;

  • Private Placement Memorandum means offering materials prepared in accordance with Section 4 (including materials referred to therein or incorporated by reference therein, if any) provided to purchasers and prospective purchasers of the Notes, and shall include amendments and supplements thereto which may be prepared from time to time in accordance with this Agreement (other than any amendment or supplement that has been completely superseded by a later amendment or supplement).

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

  • Final Memorandum shall have the meaning set forth in the Purchase Agreement.

  • Prospectus Amendment means any amendment to the Preliminary Prospectus or the Final Prospectus;

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

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

  • State contract solicitation means a request by a state agency or quasi-public agency, in whatever form issued, including, but not limited to, an invitation to bid, request for proposals, request for information or request for quotes, inviting bids, quotes or other types of submittals, through a competitive procurement process or another process authorized by law waiving competitive procurement.

  • 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.

  • Equity Offering means any public or private sale of common stock or Preferred Stock of the Company or any of its direct or indirect parent companies (excluding Disqualified Stock), other than: