The Exchange Offer. (a) As soon as reasonably practicable following the Commencement Date, the Company shall commence (within the meaning of Rule 13e-4(a)(4) under the Exchange Act) the Exchange Offer to exchange, out of funds legally available therefor, (i) for each outstanding share of 14¼% Preferred validly tendered in the Exchange Offer and not validly withdrawn (x) $7,000 principal amount of Series A Convertible Subordinated Debt and (y) $1,000 initial liquidation preference of Series A-1 Convertible Preferred, and (ii) for each outstanding share of 9¾% Preferred validly tendered in the Exchange Offer and not validly withdrawn (A) $4,000 principal amount of Series A Convertible Subordinated Debt and (B) $1,000 initial liquidation preference of Series A-1 Convertible Preferred; provided, that if, at the Exchange Offer Closing, the number of shares of 14¼% Preferred or 9¾% Preferred validly tendered in the Exchange Offer and not validly withdrawn represent 50% or less of the total outstanding shares of such class (a “Minority Exchange”), the Company shall exchange, out of funds legally available therefor, (i) for each outstanding share of 14¼% Preferred that has been accepted for exchange (x) $7,500 principal amount of Series A Convertible Subordinated Debt and (y) $500 initial liquidation preference of Series B Convertible Preferred, and (ii) for each outstanding share of 9¾% Preferred that has been accepted for exchange (A) $4,500 principal amount of Series A Convertible Subordinated Debt and (B) $500 initial liquidation preference of Series B Convertible Preferred. In order for shares of Senior Preferred Stock to be validly tendered, each holder of Senior Preferred Stock who tenders in the Exchange Offer shall tender all but not less than all of the Senior Preferred Stock such holder owns on the Commencement Date.
The Exchange Offer. (a) Subject to satisfaction or waiver of all conditions specified in Section 7.1, and on the basis of the representations and warranties contained herein, the Parties shall, and shall cause Newco to, undertake the Exchange Offer, in which Newco shall offer:
The Exchange Offer. Comverse Technology, Inc., a New York corporation (the “Company”), intends to offer to exchange (together with any amendments and extensions thereof, the “Exchange Offer”) its new Zero Yield Puttable Securities due 2023 (the “New Securities”) for any and all of its outstanding Zero Yield Puttable Securities due 2023 (the “Old Securities”), on the terms and subject to the conditions set forth in the Prospectus and related Letter of Transmittal (each as defined below) attached hereto as Exhibits A and B, respectively. The New Securities will be issued pursuant to an indenture (the “New Indenture”) to be entered into by the Company and XX Xxxxxx Chase Bank, N.A., as Trustee (the “New Trustee”). The New Securities will be convertible into cash and duly and validly issued, fully paid and nonassessable shares of common stock, par value $0.10 per share (the “Common Stock”), of the Company (such shares, the “Conversion Shares”) on the terms, and subject to the conditions, set forth in the New Indenture. The Prospectus, the Letter of Transmittal, the Registration Statement, the Schedule TO (each as defined below), all statements and other documents filed or to be filed with any federal, state or local governmental or regulatory agency or authority, including any exhibits thereto (including the New Indenture), and such other documents (including, but not limited to, any advertisements, press releases or summaries relating to the Exchange Offer and any forms of letters to brokers, dealers, banks, trust companies and other nominees relating to the Exchange Offer), in each case in the form first authorized for use by the Company in connection with the Exchange Offer and approved by the Dealer-Manager, and thereafter in each case together with any amendments and supplements thereto made in accordance with the terms of this agreement (this “Agreement”), are collectively referred to as the “Exchange Offer Materials.”
The Exchange Offer. 9 SECTION 2.02.
The Exchange Offer. 22 4.1. Exchange Offer..............................................................22 ARTICLE V. THE IPO AND ACTIONS PENDING THE IPO.......................................22 5.1. Transactions Prior to the IPO...............................................22 5.2. Cooperation.................................................................23 5.3. Conditions Precedent to Consummation of the IPO.............................23 5.4. Registration Rights Agreement...............................................24
The Exchange Offer. As promptly as practicable after the Execution Date, the Buyer will commence the Offer to acquire all of the Equity Securities in exchange for newly issued ordinary shares of the Buyer and cash in the amounts set forth below, excluding the Company Rollover Options and StayCool Rollover Options that will be rolled over to the Buyer’s option program. The Offer shall be made by means of an exchange offer that describes the terms and conditions of the Offer as set forth in this Agreement. The exchange offer will include a form for acceptance of the Offer including a signature page or joinder to this Agreement. In connection with the Offer, the Company shall promptly as practicable furnish the Buyer with a copy of the register of members and any other available listings, containing the names and addresses of the holders of the Equity Securities to the extent necessary for the Offer, and shall promptly as practicable furnish the Buyer with such information and assistance as the Buyer may reasonably request for the purpose of communicating the Offer to the holders of Equity Securities. Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, the Buyer shall accept and pay for all Equity Securities validly tendered by Sellers’ pursuant to the Offer and the terms of this Agreement.
The Exchange Offer. Subject to the terms and conditions of this Exchange Agreement, the undersigned Investor hereby agrees to exchange the total principal amount of 6.50% Notes set forth on the signature page of the Investor hereto (the “Exchanged 6.50% Notes”), for a number of Shares as set forth on the signature page of the Investor hereto, representing a per Share value of $4.00, and the Company hereby agrees to issue such number of Shares to the Investor in exchange for such Exchanged 6.50% Notes.
The Exchange Offer. (a) On, or as promptly as reasonably practicable following, the date of this Agreement, the Company and the Investors shall commence (within the meaning of Rule 14d-2 under the Exchange Act) the Exchange Offer. Each $1,000 aggregate principal amount at maturity of LYONs accepted for purchase and/or exchange in the Exchange Offer ox xxx terms and subject to the conditions and limitations set forth in this Agreement and in the Offer Documents shall be exchanged for the right to receive the Offer Consideration. The obligation of the Company and the Investors to accept for purchase and/or exchange, and to purchase and/or exchange (which obligation shall be several and not joint), any LYONs validly tendered and not validly withdrawn shall be subject oxxx xo the satisfaction or waiver (to the extent permitted by this Agreement) of each of the conditions set forth in Article VIII. Any condition may only be waived upon the mutual written agreement of the Company and the Investor; provided, however, that (i) the Company shall be deemed to have waived each condition set forth in Section 8.02 if such condition is waived by the Investors, and (ii) the Investors shall be deemed to have waived any or all condition or conditions set forth in Section 8.01 if such condition or conditions are waived by the Company. No changes in any of the terms and conditions of the Exchange Offer shall be made, except upon the mutual written agreement of the Company and Investors. Notwithstanding the foregoing, the Company shall have the right to terminate the Exchange Offer at any time prior to the Expiration Time without the consent of the Investors; provided, that (A) prior to any such termination, the Company shall consult with the Investors concerning such termination, (B) the Company shall indemnify and hold harmless each Investor and its partners, members, officers, directors, employees and controlling Persons, if any, against any Claims (as defined below) arising as a result of any such termination (such Claims, "Termination Claims"), and (C) such termination shall not affect the Series C Warrants or the issuance thereof.
The Exchange Offer. Omnicare, Inc., a Delaware corporation (the “Company”), intends to offer to exchange (together with any amendments and extensions thereof, the “Exchange Offer”) the Series B 4.00% Trust Preferred Income Equity Redeemable Securities[1] (the “New Securities”) of Omnicare Capital Trust II (the “Trust”) for any and all of the outstanding 4.00% Trust Preferred Income Equity Redeemable Securities of Omnicare Capital Trust I (the “Old Securities”), on the terms and subject to the conditions set forth in the Prospectus and related Letter of Transmittal (each as defined below). Each New Security has a stated liquidation amount of $50 per security and will represent an undivided beneficial ownership interest in the assets of the Trust, which assets will consist solely of the Series B 4.00% Junior Subordinated Convertible Debentures due 2033 (the “New Debentures”) of the Company, to be issued pursuant to the Third Supplemental Indenture (the “New Indenture”), to be entered into between the Company and SunTrust Bank, as indenture trustee (in such capacity, the “Indenture Trustee”), to the indenture, dated as of June 13, 2003, between the Company and the Indenture Trustee. The New Securities will be convertible into cash and, if applicable, duly and validly issued, fully paid and nonassessable shares of common stock, par value $1.00 per share (the “Common Stock”), of the Company (such shares, the “Conversion Shares”) on the terms, and subject to the conditions, set forth in the Amended and Restated Trust Agreement (as defined below). Certain payments on the New Securities will be guaranteed (the “New Guarantee”) by the Company pursuant to the Guarantee Agreement (the “New Guarantee Agreement”) to be entered into between the Company and JPMorgan Chase Bank, N.A., as guarantee trustee (in such capacity, the “Guarantee Trustee”). 1 “Preferred Income Equity Redeemable Securities(SM)” and “PIERS(SM)” are service marks owned by Xxxxxx Brothers Inc. The Trust was formed on February 7, 2003 pursuant to a trust agreement dated as of February 7, 2003 executed by the Company, as depositor, and Chase Manhattan Bank USA, National Association, as Delaware trustee (in such capacity, the “Delaware Trustee”), and a certificate of trust dated as of February 7, 2003 (the “Trust Certificate”) filed with the Secretary of State of the State of Delaware. The Trust will be governed by, and the New Securities will be issued under, the Amended and Restated Trust Agreement (the “Amended and Rest...
The Exchange Offer. Subject to the terms and conditions of this Exchange Agreement, each undersigned Investor hereby agrees to exchange the principal amount of 6.50% Notes set forth on the signature page of such Investor hereto (the “Exchanged 6.50% Notes”), together with any accrued and unpaid interest on such Exchanged 6.50% Notes to, but excluding, May 15, 2019, for a number of Shares as set forth on the signature page of such Investor hereto, representing a per Share value of $4.00, and a Warrant to purchase a number of shares of Common Stock as set forth on the signature page of such Investor hereto, and the Company hereby agrees to issue such number of Shares and a Warrant to such Investor in exchange for such Exchanged 6.50% Notes.
