Private Exchange Offer definition

Private Exchange Offer means the offer by the Company, pursuant to Section 2(f) of the Registration Agreement, to issue and deliver to certain purchasers, in exchange for the Initial Securities held by such purchasers as part of their initial distribution, a like aggregate principal amount of Private Exchange Securities.

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Private Exchange Offer means an offer by the Company to the Holders of either series of Initial Notes or Initial Additional Notes to exchange outstanding Notes of such series for Private Exchange Notes, as provided for in a Registration Rights Agreement.

Private Exchange Offer means a private exchange offer pursuant to Section 2(a) of the Registration Rights Agreement.

Examples of Private Exchange Offer in a sentence

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.
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.
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”.
Holders of Everest Notes Eligible to Participate in the Exchange Offers Regency will conduct the Private Exchange Offer and related consent solicitation (if any) in accordance with the applicable exemptions and requirements of the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) under such statutes.
Accrued and Unpaid Interest Holders of Everest Notes whose Everest Notes are accepted for exchange will receive an amount in cash equal to accrued and unpaid interest, if any, on such Everest Notes from the last interest payment date to, but not including, the date of settlement of the Private Exchange Offer (the “Settlement Date”).
Private Exchange Offer shall have the meaning set forth in the preamble.
As an inducement to the Dealer Managers to enter into the Dealer Manager Agreement and as an inducement for holders of the Old Securities to participate in the Private Exchange Offer, the Issuer has agreed to provide to the participants in the Private Exchange Offer and their direct and indirect transferees the registration rights set forth in this Agreement.
The Dealer Manager have entered into this Agreement on behalf of holders that receive New Notes pursuant to the Private Exchange Offer.
In the event that the Issuers are unable to consummate the Exchange Offer or the Private Exchange Offer due to any event listed in clauses (i) through (v) above, the Issuers shall not be deemed to have breached any covenant under this Section 2.
Only Eligible Holders that hold Everest Notes may participate in the Private Exchange Offer, and the Confidential Offering Memorandum will provide that holders who tender Everest Notes pursuant to the Private Exchange Offer will be deemed to represent that they are Eligible Holders.

More Definitions of Private Exchange Offer

Private Exchange Offer means the Company’s offer to exchange any and all of the Old Notes for the corresponding series of Securities and a cash tender premium upon the terms and subject to the conditions set forth in a confidential offering memorandum dated October 29, 2015 and accompanying letter of transmittal, in each case, as may be amended or supplemented (including by documents incorporated by reference therein).

Private Exchange Offer means an offer made by the Company pursuant to a Registration Rights Agreement to exchange Notes of a Series held by certain purchasers as part of their initial distribution for Private Exchange Notes of the same Series.

Private Exchange Offer means the offer by the Company, pursuant to the Registration Agreement, to the Initial Purchasers to issue and deliver to each Initial Purchaser, in exchange for the Initial Notes held by the Initial Purchaser as part of its initial distribution, a like aggregate principal amount of Private Exchange Notes.

Private Exchange Offer means the offer by the Company to the Initial Purchasers to exchange the Initial Notes held by the Initial Purchasers as part of their initial distribution for a like aggregate principal amount of Private Exchange Notes, as provided for in the Registration Agreement.

Private Exchange Offer shall have the meaning set forth in the preamble.

Private Exchange Offer means the private offer of the Issuer, commenced on November 2, 2011, to exchange up to $450 million aggregate principal amount of the Notes for the outstanding 5.875% Senior Notes due 2014 of WPP Finance (UK).