Exchange Offer Closing definition

Exchange Offer Closing means the closing of the Exchange Offer by the Company in accordance with Section 5.01(b) whereby the Company accepts for exchange shares of Senior Preferred Stock validly tendered pursuant to the Exchange Offer and not validly withdrawn.
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Exchange Offer Closing has the meaning specified in the Recitals to this Agreement
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Exchange Offer Closing has the meaning set forth in Section 4.3(a).
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Examples of Exchange Offer Closing in a sentence

  • The Company shall not suspend dividends on any series of its outstanding Preferred Stock prior to the Public Exchange Offer Closing Date.

  • The time and date on which the Public Exchange Offer Closing occurs is referred to in this Agreement as the “Public Exchange Offer Closing Date”.

  • The time and date on which the Private Exchange Offer Closing occurs is referred to in this Agreement as the “Private Exchange Offer Closing Date”.

  • If applicable, promptly following the Exchange Offer Closing or the occurrence of the Contingent Exchange, as applicable, NBC Palm Beach I shall transfer to CIG a note or notes representing up to $10,000,000 in principal amount of the Series B Convertible Subordinated Debt it receives in the Contingent Exchange, with such amount determined in accordance with the methodology described on Schedule 10.12.

  • The Registration Rights Agreement, dated as of September 15, 1999, between the Company and NBCU, as amended from time to time, shall terminate and have no further force or effect, and this Agreement shall become effective, in each case upon the Exchange Offer Closing or the Exchange Offer Expiration, as applicable.

  • The representations and warranties of the Company made herein or in any certificates delivered in connection with the Private Exchange Offer Closing or Public Exchange Offer Closing shall survive such closings without limitation.

  • All covenants and agreements, other than those which by their terms apply in whole or in part after the Private Exchange Offer Closing or the Public Exchange Offer Closing, as applicable, shall terminate as of such closing.

  • In connection with the Exchange Offer Closing, each Lender in exchange for their 2005 Senior Notes and 2008 Senior Notes agree to accept the Term Loans in the amount as set forth on Schedule 1.1 opposite such Lender's name, constituting a total credit facility of up to $110 million (the "Total Facility").

  • In the event that the aggregate principal amount of the Term Loans hereunder upon the Exchange Offer Closing is less than $110 million, then the Borrowers may add additional Lender parties hereto through the issuance of additional Term Loans so long as the aggregate principal amount of Term Loans under this Agreement does not exceed $110 million.

  • Directors of Caymanco not continuing after the Exchange Offer Closing shall resign from the Board of Directors of Caymanco with effect from the Exchange Offer Closing.


More Definitions of Exchange Offer Closing

Exchange Offer Closing means AIMCO's acceptance for exchange of shares of NHP Stock tendered pursuant to the Exchange Offer.
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Exchange Offer Closing means the closing of the exchange offer with respect to the Company’s Floating Rate Senior Notes due 2011 pursuant to that certain Second Amended and Restated Confidential Offering Memorandum and Consent Solicitation Statement, dated September 14, 2009, as amended.
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Related to Exchange Offer Closing

  • Exchange Offer means the exchange offer by the Company of Exchange Securities for Registrable Securities 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.

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

  • 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.

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

  • Offer Closing Date has the meaning set forth in Section 1.01(f).

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

  • 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 Time means the time at which the right to exercise the Rights shall terminate pursuant to Section 3.1(c) hereof.

  • IPO means the Company’s first underwritten public offering of its Common Stock under the Securities Act.

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • 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.

  • Merger Closing shall have the meaning set forth in Section 2.2.

  • Registration Deadline means, for purposes of the Registration Statement required pursuant to Section 2(a)(i), the earlier of (i) the date that is seventy-five (75) days after the date that the applicable Registration Statement is actually filed or (ii) the date that is seventy-five (75) days after the applicable Filing Deadline and, with respect to any Registration Statement required pursuant to Section 2(a)(ii), the Additional Registration Deadline.

  • Consummation Date means the date of the substantial consummation (as defined in Section 1101 of the Bankruptcy Code and which for purposes of this Agreement shall be no later than the effective date) of a Reorganization Plan that is confirmed pursuant to an order of the Bankruptcy Court.

  • IPO Closing means the initial closing of the sale of the Class A Common Stock in the IPO.

  • Tender Offer means a takeover offer, tender offer, exchange offer, solicitation, proposal or other event by any entity or person that results in such entity or person purchasing, or otherwise obtaining or having the right to obtain, by conversion or other means, greater than 10 per cent. and less than 100 per cent. of the outstanding voting shares of the Share Company, as determined by the Determination Agent, based upon the making of filings with governmental or self-regulatory agencies or such other information as the Determination Agent deems relevant.

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

  • Exchange Transaction means an exchange of Units for Common Units pursuant to, and in accordance with, the Exchange Agreement or, if the Issuer and the exchanging Limited Partner shall mutually agree, a Transfer of Units to the Issuer, the Partnership or any of their subsidiaries for other consideration.

  • Closing Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.

  • Exchange Business Day means any Scheduled Trading Day on which the Exchange and each Related Exchange are open for trading during their respective regular trading sessions, notwithstanding any such Exchange or Related Exchange closing prior to its Scheduled Closing Time.

  • Tender Closing Date means the date and time set out in column (C) of Part 1 of the Schedule to the Tender Notice;

  • Private Placement Transaction means a “limited offering” as defined from time to time in Rule 17j-l under the 1940 Act or any applicable successor provision. Currently, this means an offering exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or 4(6) or Rule 504, 505 or 506 under that Act, including hedge funds.

  • Private Placement Lock-up Period means, with respect to Private Placement Warrants that are held by the initial purchasers of such Private Placement Warrants or their Permitted Transferees, and any of the Ordinary Shares issued or issuable upon the exercise or conversion of the Private Placement Warrants and that are held by the initial purchasers of the Private Placement Warrants or their Permitted Transferees, the period ending 30 days after the completion of the Company’s initial Business Combination.

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

  • Private Placement Shares shall have the meaning given in the Recitals hereto.