Noteholder Rights Offering definition

Noteholder Rights Offering has the meaning assigned to it in the Recitals.
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Noteholder Rights Offering means the offer of Noteholder Rights to the NTL CC Convertible Senior Notes Holders, the NTL CC Subordinated Notes Holders, the NTL Delaware Subordinated Notes Holders, and the NTL Inc. Subordinated Notes Holders as of the Noteholder Rights Offering Record Date, to acquire New NTL Common Stock.
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Examples of Noteholder Rights Offering in a sentence

  • The Senior Noteholder Rights Offering shall be fully backstopped by the Backstop Parties in accordance with and subject to the terms and conditions of the Senior Noteholder Backstop Agreement.

  • On the Effective Date, the Debtors shall consummate the Senior Noteholder Rights Offering.

  • Each Rights Offering Participant in the Senior Noteholder Rights Offering shall be offered the Senior Noteholder Subscription Rights to purchase its Pro Rata share of the New Common Shares to be issued pursuant to the Senior Noteholder Rights Offering.

  • To facilitate the Senior Noteholder Rights Offering and the other Restructuring Transactions, and in exchange for the Backstop Commitment Premium, the Backstop Parties have agreed to consummate the Backstop Purchase, subject to the terms and conditions set forth in the Senior Noteholder Backstop Agreement.

  • The Backstop Commitment for the Senior Noteholder Rights Offering, shall be treated as a put option and the Backstop Commitment Premium shall be treated as remuneration for agreeing to enter into such put option.

  • The conditions to the occurrence of the Effective Date (other than the consummation of the Senior Noteholder Rights Offering and the Backstop Purchase) set forth in the Plan shall have been satisfied or waived in accordance with the terms of the Plan.

  • Exercise of Senior Noteholder Subscription Rights Each Eligible Senior Noteholder Offeree that elects to participate in the Senior Noteholder Rights Offering must affirmatively make a binding, irrevocable election to exercise its Senior Noteholder Subscription Rights (the “Binding Senior Noteholder Rights Election”) before the Senior Noteholder Rights Expiration Time.

  • The Senior Noteholder Rights Offering Securities issued to the Backstop Parties on account of their respective Backstop Obligations or the Backstop Commitment Premium in accordance with the Senior Noteholder Backstop Agreement will be exempt for registration under the Securities Act, and any other applicable federal and state securities laws, pursuant to Section 4(a)(2) and Regulation D of the Securities Act.

  • Senior Noteholder Rights Commencement Date August 31, 2019 Commencement of the Senior Noteholder Rights Offering.

  • There will be no over-subscription privilege in the Senior Noteholder Rights Offering.

Related to Noteholder Rights Offering

  • Rights Offering Shares means, collectively, the shares of New Common Stock issued in the Rights Offering.

  • Rights Offering has the meaning set forth in Section 4.1(b);

  • Rights Offering Amount means $300,000,000.

  • Rights Offering Participants means those Persons who duly subscribe for Rights Offering Shares in accordance with the Rights Offering Procedures.

  • Rights Offering Procedures means the procedures with respect to the Rights Offerings that are approved by the Bankruptcy Court pursuant to the Disclosure Statement Order, which procedures shall be in form and substance substantially as set forth on Exhibit A hereto, as may be modified in a manner that is reasonably acceptable to the Requisite Commitment Parties and the Company.

  • Subsequent Financing Notice shall have the meaning ascribed to such term in Section 4.12(b).

  • Noteholder Purchase Notice has the meaning assigned to such term in Section 12.

  • Failed Remarketing Condition—Purchased VRDP Shares Redemption means redemption by the Fund, at a Redemption Price equal to $100,000 per share plus accumulated but unpaid dividends thereon (whether or not earned or declared) to, but excluding, the date fixed by the Board of Directors for redemption, of VRDP Shares that the Liquidity Provider shall have acquired pursuant to the Purchase Obligation and continued to be the beneficial owner of for federal income tax purposes for a period of six months during which such VRDP Shares cannot be successfully remarketed (i.e., a Failed Remarketing Condition--Purchased VRDP Shares shall have occurred and be continuing for such period of time with respect to such VRDP Shares), determined by the Fund on a first-in, first-out basis, in accordance with and subject to the provisions of the VRDP Fee Agreement and this Statement.

  • 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.

  • Exchange Rights means any rights granted to limited partners of Simon Property Group, L.P., a Delaware limited partnership (including pursuant to an Exchange Rights Agreement) to exchange (subject to the Ownership Limit) limited partnership interests in such Partnership for shares of Capital Stock or cash at the option of the Corporation.

  • Conversion Shares Registration Statement means a registration statement that registers the resale of the Conversion Shares of the Holders, who shall be named as “selling stockholders” therein and meets the requirements of the Registration Rights Agreement.

  • Underlying Shares Registration Statement means a registration statement meeting the requirements set forth in the Registration Rights Agreement, covering among other things the resale of the Underlying Shares and naming the Holder as a "selling stockholder" thereunder.

  • Exchange Right has the meaning provided in Section 8.05(a) hereof.

  • Required Consenting Noteholders means, as of the relevant date, the Consenting Noteholders then holding greater than fifty and one-tenth percent (50.1%) of the aggregate outstanding principal amount of Senior Notes Claims that are held by all Consenting Noteholders subject to the Restructuring Supporting Agreement as of such date.

  • Failed Remarketing Condition—Purchased VRDP Shares means that the Liquidity Provider acquires and continues to be the beneficial owner for federal income tax purposes of any shares of a Series of VRDP Shares in connection with purchases made pursuant to the Purchase Obligation (whether as a result of an unsuccessful Remarketing or a Mandatory Purchase) on any Purchase Date, including shares of a Series of VRDP Shares that the Liquidity Provider continues to be the beneficial owner of for federal income tax purposes after the expiration or termination of the VRDP Shares Purchase Agreement.

  • Conversion Securities has the meaning set forth in Section 4.08(b).

  • Subsequent Financing shall have the meaning ascribed to such term in Section 4.12(a).

  • Offering Shares means the shares of Common Stock issued to the Purchasers pursuant to the Subscription Agreements, and any shares of Common Stock issued or issuable with respect to such shares upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing.

  • Reorganization Securities has the meaning set forth in Section 6.9 hereof.

  • Failed Remarketing Condition—Unpurchased VRDP Shares means that a Beneficial Owner (other than the Liquidity Provider or its affiliates) continues to hold VRDP Shares, that were subject to a valid Tender, after any Purchase Date as a result of the failure by the Liquidity Provider for any reason to purchase such VRDP Shares pursuant to the Purchase Obligation (whether as a result of an unsuccessful Remarketing or a Mandatory Purchase) ("Unpurchased VRDP Shares"), until such time as all Outstanding Unpurchased VRDP Shares are (i) successfully Remarketed, (ii) purchased by the Liquidity Provider pursuant to the Purchase Obligation, or (iii) if not successfully Remarketed or purchased by the Liquidity Provider pursuant to the Purchase Obligation, the subject of a validly tendered Notice of Revocation (or any combination of the foregoing); and any Unpurchased VRDP Shares shall be deemed tendered for Remarketing until the earliest to occur of the foregoing events (i), (ii) or (iii) with respect to such Unpurchased VRDP Shares.

  • Voter registration deadline means the registration deadline provided in Section 20A-2-102.5.

  • Allowance transfer deadline means midnight of January 30 or, if January 30 is not a business day, midnight of the first business day thereafter and is the deadline by which allowances may be submitted for recordation in an affected unit’s compliance subaccount for the purposes of meeting the unit’s acid rain emissions limitation requirements for sulfur dioxide for the previous calendar year.

  • Lock-Up Securities has the meaning assigned to such term in Section 3.5.

  • Series A Certificate of Designations has the meaning set forth in the recitals hereto.

  • Series A Certificate of Designation means the Certificate of Designation of the Powers, Preferences and Relative, Participating, Optional and Other Special Rights of 8% Series A Convertible Redeemable Preferred Stock and Qualifications, Limitations and Restrictions Thereof.

  • Key Holder Registrable Securities means (i) the shares of Common Stock held by the Key Holders, and (ii) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of such shares.