Exchanging Holders definition

Exchanging Holders has the meaning set forth in the preamble hereof.
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Exchanging Holders means each Noteholder that becomes a party to a Similar RSA.
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Exchanging Holders means each of the holders listed on Schedule 1 hereto.
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Examples of Exchanging Holders in a sentence

  • Giving effect to the Closing, the Exchanging Holders have acquired hereby good and valid title to the shares of Class A common stock issuable upon tender of the Exchange Shares, free and clear of any and all liens, claims, security interests, pledges, charges, equities, options, restrictions and encumbrances, except for restrictions under the federal securities laws.

  • After complying with the notification requirements of paragraph 4.b. below, the City is entitled to make withdrawals from the Reimbursement Account to pay Review Costs in accordance with paragraph 2 above.

  • The term sheet sets forth the terms of a transaction (the "Proposed Transaction") in which the Exchanging Holders will exchange Existing Notes for new senior secured second lien loan notes (the "New Loan Notes").

  • If the Investor is executing this Exchange Agreement on behalf of an Account, (i) the Investor has all requisite authority to enter into this Exchange Agreement on behalf of, and, bind, each Account to the terms of this Exchange Agreement and (ii) Exhibit A hereto is a true, correct and complete list of (A) the name of each Exchanging Holder, and (B) the principal amount of each Exchanging Holder's Exchanged Old Notes.

  • The obligations of the Exchanging Holders to deliver the Consent Documents and to exchange, sell and/or deliver their Exchanged Notes hereunder are several and not joint, and no Exchanging Holder shall have any liability to any Person for the performance or non-performance by any other Noteholder Party in connection therewith.

  • The Company shall have no obligation to notify the Exchanging Holders of any decrease in the Common Stock trading price.

  • Concurrently with the Closing, the Existing Notes exchanged by the Exchanging Holders and sold by the Sellers shall have been cancelled and the Exchanging Holders and the Purchasers shall have received evidence of such cancellation that is reasonably satisfactory thereto.

  • Each of the Company and the Guarantors and the Exchanging Holders and the Purchasers shall use commercially reasonable efforts to effect any qualification or registration (or obtain exemptions from qualifying or registering) under the securities laws of the several states of the United States, the provinces of Canada or any other jurisdictions in connection with the offering and sale of the New Notes pursuant to this Agreement.

  • On October 27, 2022, the Company executed a non-binding term sheet with certain holders (the "Exchanging Holders") of its 8.000% Senior Secured Second Lien Notes due 2022 (the "Existing Notes"), including entities ultimately beneficially owned by the Company's largest beneficial shareholder, Mr. Dermot Desmond, for a partial refinancing of the Existing Notes.

  • On the Closing Date, the Exchanging Holders and the Purchasers shall have received an opinion from Orrick and an opinion of the General Counsel of the Company, dated as of such Closing Date in form and substance reasonably satisfactory to the Exchanging Holders and the Purchasers.


More Definitions of Exchanging Holders

Exchanging Holders means, collectively, the Exchanging Holder and each other Noteholder that becomes a party to a Similar Agreement.
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Exchanging Holders shall have the meaning set forth in the preamble to this Agreement.
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Exchanging Holders has the meaning assigned to such term in the recitals hereto.
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Exchanging Holders means Existing Holders identified as “Exchanging Holders” on Appendix E hereto.
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Exchanging Holders means the Exchanger and any other holders of Convertible Notes who become parties to this Agreement pursuant to the execution and delivery of a Joinder Agreement with the Company an executed counterpart copy of which shall be provided to and acknowledged by the Collateral Agent in writing, and who exchange Convertible Notes for Notes and Warrants in accordance with the terms hereof and such Joinder Agreement.
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Related to Exchanging Holders

  • Selling Holders means, with respect to a specified registration pursuant to this Agreement, Holders whose Registrable Securities are included in such registration.

  • Existing Holders shall have the meaning given in the Preamble.

  • Participating Holders means all Holders of Registrable Securities which are proposed to be included in any offering of Registrable Securities pursuant to Section 2.1 or Section 2.2.

  • Registrable Securities means all of the Shares and the Warrant Shares, together with any shares of Common Stock issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing.

  • Initial Registrable Securities means (i) the Warrant Shares issued or issuable upon exercise of the Warrants and (ii) any capital stock of the Company issued or issuable with respect to the Warrant Shares or the Warrants as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, in each case without regard to any limitations on the exercise of the Warrants.

  • Investor Registrable Securities means (i) any Common Equity held (directly or indirectly) by an Investor or any of its Affiliates, and (ii) any equity securities of the Company or any Subsidiary issued or issuable with respect to the securities referred to in clause (i) above by way of dividend, distribution, split or combination of securities, or any recapitalization, merger, consolidation or other reorganization.

  • Other Registrable Securities means (i) any Common Equity held (directly or indirectly) by any Other Holders or any of their Affiliates, and (ii) any equity securities of the Company or any Subsidiary issued or issuable with respect to the securities referred to in clause (i) above by way of dividend, distribution, split or combination of securities, or any recapitalization, merger, consolidation or other reorganization.

  • Initial Purchaser As defined in the preamble hereto.

  • 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.

  • Acting Holders means, at the time of determination, Holders of at least 40% of the outstanding CVRs as set forth on the CVR Register.

  • Designated Holder means the Holder of Note A-1.

  • Existing Holder means a Broker-Dealer, or any such other Person that may be permitted by the Trust, that is listed as the holder of record of APS in the Share Books.

  • Initiating Holders means, collectively, Holders who properly initiate a registration request under this Agreement.

  • Electing Holder means any Holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(i) or 3(a)(ii) hereof.

  • Participating Holder means any Holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the Company in accordance with Section 2(b) hereof.

  • Selling Holder means a Holder who is selling Registrable Securities pursuant to a Registration Statement.

  • Requesting Holders shall have the meaning given in Section 2.1.5.

  • Registrable Shares means (i) the Common Stock issuable or issued upon conversion pursuant to Section 2.5 of this Agreement, and (ii) any Common Stock or other securities issued or issuable in respect of shares referenced in (i) above, upon any stock split, stock dividend, recapitalization, or similar event; excluding in all cases, however, any Registrable Securities sold by a Person in a transaction in which such Person's rights under this Section 10 are not assigned.

  • Exchanging Partner has the meaning set forth in Section 2.1 hereof.

  • Initial Holders has the meaning set forth in the preamble.

  • Registrable Notes Each Note upon its original issuance and at all times subsequent thereto, each Exchange Note as to which Section 2(c)(iv) hereof is applicable upon original issuance and at all times subsequent thereto and each Private Exchange Note upon original issuance thereof and at all times subsequent thereto, until, in each case, the earliest to occur of (i) a Registration Statement (other than, with respect to any Exchange Note as to which Section 2(c)(iv) hereof is applicable, the Exchange Offer Registration Statement) covering such Note, Exchange Note or Private Exchange Note has been declared effective by the SEC and such Note, Exchange Note or such Private Exchange Note, as the case may be, has been disposed of in accordance with such effective Registration Statement, (ii) such Note has been exchanged pursuant to the Exchange Offer for an Exchange Note or Exchange Notes that may be resold without restriction under state and federal securities laws, (iii) such Note, Exchange Note or Private Exchange Note, as the case may be, ceases to be outstanding for purposes of the Indenture or (iv) such Note, Exchange Note or Private Exchange Note, as the case may be, may be resold without restriction pursuant to Rule 144(k) (as amended or replaced) under the Securities Act.

  • Initiating Holder has the meaning set forth in Section 2.01(a).

  • Additional Registrable Securities means, (i) any Cutback Shares not previously included on a Registration Statement and (ii) any capital stock of the Company issued or issuable with respect to the Notes, the Conversion Shares, the Warrants, the Warrant Shares, or the Cutback Shares, as applicable, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitations on conversion, amortization and/or redemption of the Notes or exercise of the Warrants.

  • Controlling Holder means, as of any date of determination:

  • Exchanging Member means a Member that Exchanges some or all of its Units.