Convertible Note Exchange Offer definition

Convertible Note Exchange Offer means the exchange offer offered to the Convertible Note Holders to exchange their Convertible Notes for New Convertible Notes subject to the New Convertible Note Indenture and upon such terms and conditions as are reasonably satisfactory to Emergent, PJC and the Consenting Convertible Note Holders, including without limitation (a) the condition that the holders of not less than 98% of the aggregate outstanding principal amount of the Convertible Notes validly accept and exchange all of the Convertible Notes they hold pursuant to such exchange offer (which condition may only be waived with PJC’s prior written consent in its sole discretion), (b) provisions pursuant to which the accrued and unpaid interest due to each Convertible Note Holder who accepts and exchanges all of its Convertible Notes in the Convertible Note Exchange Offer to, but not including the Closing Date, shall be deemed capitalized as of the Closing Date and deemed added to the aggregate principal amount of Convertible Notes tendered by such Convertible Note Holder that participates in the Convertible Note Exchange Offer and (c) provisions pursuant to which (i) each Convertible Note Holder who accepts and exchanges all of its Convertible Notes in the Convertible Note Exchange Offer may elect to purchase Shares pursuant to the Common Stock Purchase Agreement on a pro rata basis based on its holdings of Convertible Notes and (ii) each such Convertible Note Holder may oversubscribe to purchase Shares that are not purchased by other Convertible Note Holders who accept and exchange all of their Convertible Notes in the Convertible Note Exchange Offer, provided that in no case may the Convertible Note Holders who accept and exchange all of their Convertible Notes in the Convertible Note Exchange Offer purchase more than 40,000,000 shares of Shares pursuant to the Common Stock Purchase Agreement.
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Convertible Note Exchange Offer set forth in Section 1.1 of the Agreement shall be amended and restated in its entirety as follows:
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Examples of Convertible Note Exchange Offer in a sentence

  • A tender by any Holder in the Convertible Note Exchange Offer will also constitute an approval by such Holder of the Proposed Amendments.

  • Six Flags’ interpretation of the terms and conditions of the Convertible Note Exchange Offer and the Consent Solicitation (including the instructions in this Letter of Transmittal) will be final and binding on all parties.

  • The Convertible Note Exchange Offer and the Consent Solicitation are part of a restructuring plan (the “Restructuring Plan”) with respect to the SFI Convertible Notes and SFI’s 87/8% Senior Notes due 2010 (the “SFI 2010 Notes”), SFI’s 9 3/4% Senior Notes due 2013 (the “SFI 2013 Notes”), SFI’s 95/8% Senior Notes due 2014 (the “SFI 2014 Notes,” and together with the SFI 2010 Notes and the SFI 2013 Notes, the “SFI Notes”) and SFI’s Preferred Income Equity Redeemable Shares (the “PIERS”).

  • The Proposed Amendments will not become operative unless and until the Convertible Note Exchange Offer is consummated.

  • The Convertible Note Exchange Offer and Consent Solicitation will expire at 11:59 p.m., New York City time, on June 25, 2009, unless extended or earlier terminated (the “Expiration Date”).

  • Holders who tender and do not revoke their SFI Convertible Notes in the Convertible Note Exchange Offer will not be entitled to any interest on such SFI Convertible Notes from June 25, 2009, regardless of when the Convertible Note Exchange Offer closes, and any subsequent interest that would otherwise have been earned on such SFI Convertible Notes will be deemed paid in full upon receipt of the Total Consideration in the Convertible Note Exchange Offer.

  • Six Flags shall pay all transfer taxes, if any, applicable to the exchange of SFI Convertible Notes pursuant to the Convertible Note Exchange Offer.

  • Six Flags reserves the absolute right to waive, in whole or in part, any of the specified conditions to the Convertible Note Exchange Offer and the Consent Solicitation set forth in the Offering Memorandum and Consent Solicitation Statement.

  • The Company shall use all commercially reasonable efforts to cause the New Convertible Notes issued to Supporting Convertible Noteholders to trade under the same CUSIP number as the New Convertible Notes issued to other holders in the Convertible Note Exchange Offer.

  • Conversion Limitation To the extent required under NYSE Rule 312.03, until stockholder approval (the “Stockholder Approval”) under NYSE Rule 312.03 is obtained for the issuance of all of the Conversion Shares, the aggregate number of shares of Company Common Stock that may be issued upon conversion of the New Convertible Notes shall not exceed a number equal to 19.99% of the outstanding shares of Company Common Stock as of the date of commencement of the Registered Convertible Note Exchange Offer.

Related to Convertible Note Exchange Offer

  • Exchange Offer means the exchange offer by the Company of Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof.

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

  • Registered Exchange Offer means the offer by the Issuers, pursuant to a Registration Rights Agreement, to certain Holders of Initial Notes, to issue and deliver to such Holders, in exchange for the Initial Notes, a like aggregate principal amount of Exchange Notes registered under the Securities Act.

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

  • Convertible Notes has the meaning set forth in the Recitals.

  • Existing Convertible Notes means any convertible notes or other convertible debt securities of the Company outstanding on the date of this Agreement.

  • 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 Debentures has the meaning set forth in 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 Convertible Notes means any unsecured notes issued by the Company in accordance with the terms and conditions of Section 6.01 that are convertible into a fixed number (subject to customary anti-dilution adjustments, “make-whole” increases and other customary changes thereto) of shares of common stock of the Company (or other securities or property following a merger event or other change of the common stock of the Company), cash or any combination thereof (with the amount of such cash or such combination determined by reference to the market price of such common stock or such other securities); provided that, the Indebtedness thereunder must satisfy each of the following conditions: (i) both immediately prior to and after giving effect (including pro forma effect) thereto, no Default or Event of Default shall exist or result therefrom, (ii) such Indebtedness matures after, and does not require any scheduled amortization or other scheduled or otherwise required payments of principal prior to, and does not permit any Loan Party to elect optional redemption or optional acceleration that would be settled on a date prior to, the date that is six (6) months after the Maturity Date (it being understood that neither (x) any provision requiring an offer to purchase such Indebtedness as a result of change of control or other fundamental change (which change of control or other fundamental change, for the avoidance of doubt, constitutes a “Change of Control” hereunder), which purchase is settled on a date no earlier than the date twenty (20) Business Days following the occurrence of such change of control or other fundamental change nor (y) any early conversion of any Permitted Convertible Notes in accordance with the terms thereof, in either case, shall violate the foregoing restriction), (iii) such Indebtedness is not guaranteed by any Subsidiary of the Company other than the Subsidiary Borrowers or Subsidiary Guarantors (which guarantees, if such Indebtedness is subordinated, shall be expressly subordinated to the Secured Obligations on terms not less favorable to the Lenders than the subordination terms of such Subordinated Indebtedness), (iv) any cross-default or cross-acceleration event of default (each howsoever defined) provision contained therein that relates to indebtedness or other payment obligations of any Loan Party (such indebtedness or other payment obligations, a “Cross-Default Reference Obligation”) contains a cure period of at least thirty (30) calendar days (after written notice to the issuer of such Indebtedness by the trustee or to such issuer and such trustee by holders of at least 25% in aggregate principal amount of such Indebtedness then outstanding) before a default, event of default, acceleration or other event or condition under such Cross-Default Reference Obligation results in an event of default under such cross-default or cross-acceleration provision and (v) the terms, conditions and covenants of such Indebtedness must be customary for convertible Indebtedness of such type (as determined by the board of directors of the Company, or a committee thereof, in good faith).

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

  • Convertible Note Indenture means the Indenture dated as of February 21, 2014 between Emergent and the Convertible Note Trustee pursuant to which the Convertible Notes were issued.

  • Private Exchange Securities shall have the meaning set forth in Section 2(a) hereof.

  • Company Convertible Notes means the convertible notes issued by the Company pursuant to the convertible note purchase agreement by and among the Company, PA Grand Opportunity Limited and other investors named therein dated June 6, 2016, as amended on June 13, 2016.

  • Convertible Subordinated Notes means the Company's 7% Convertible Subordinated Notes issued pursuant to an indenture dated as of June 12, 1996, between the Company and The Chase Manhattan Bank (formerly known as Chemical Bank), as trustee.

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

  • Convertible Note means an instrument issued by a startup company evidencing receipt of money initially as debt, which is repayable at the option of the holder, or which is convertible into such number of equity shares of such startup company, within a period not exceeding five years from the date of issue of the convertible note, upon occurrence of specified events as per the other terms and conditions agreed to and indicated in the instrument;

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

  • Bridge Notes means the series of notes, of which this Note is a part, dated on or about the date hereof, each of which are identical, other than the date of the Note, identity of the Holder and principal amount of this Note.

  • Exchange Notes means the Notes issued in the Exchange Offer pursuant to Section 2.06(f) hereof.

  • New Notes shall have the meaning assigned to such term in Section 32.

  • Convertible Note Documents means (a) the 2024 Convertible Note Documents, and (b) the Future Convertible Notes and each other promissory note, note purchase agreement, indenture and other material documents evidencing or relating thereto.

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

  • Convertible Debenture means the 6% convertible debenture dated July 1, 2008 and due July 1, 2011, in the amount of CAD$10,000,000 issued by Orezone to the Debentureholder;

  • Initial Notes means the first $500,000,000 aggregate principal amount of Notes issued under this Indenture on the date hereof.