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.
Sample 1Sample 2Sample 3
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).
Sample 1Sample 2
Private Exchange Offer means the offer by the Company, pursuant to a Registration Agreement, to issue and deliver to certain purchasers, in exchange for Initial Securities held by such purchasers as part of their initial distribution, a like aggregate principal amount of Private Exchange Securities.
Sample 1

Examples of Private Exchange Offer in a sentence

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

  • 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”).

  • 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.

  • 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 Issuers have 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 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.

  • 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.

  • 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 Issuer and the Dealer Managers are parties to the Dealer Manager Agreement dated March 22, 2017 (the Dealer Manager Agreement), pursuant to which the Issuer has arranged for it to offer to exchange (the Private Exchange Offer) the Issuer’s Notes due October 2048 guaranteed by the Guarantors (the Securities) for the outstanding existing notes named therein (the Old Securities).

  • The Issuers and the Dealer Managers are parties to the Dealer Manager Agreement dated October 26, 2018 (the Dealer Manager Agreement), pursuant to which the Issuers have arranged to offer to exchange (the Private Exchange Offer) certain series of the Issuers’ notes guaranteed by the Guarantors (the Securities) for the outstanding existing notes named therein (the Old Securities).


More Definitions of Private Exchange Offer

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.
Sample 1
Private Exchange Offer shall have the meaning set forth in the preamble.
Sample 1
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).
Sample 1

Related to Private Exchange Offer

  • 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.

  • Exchange Offer has the meaning set forth in the Registration Rights Agreement.

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

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

  • 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.

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

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

  • Exchange Offer Registration Statement has the meaning set forth in the Registration Rights Agreement.

  • Private Offering means the private offering of Preferred Stock pursuant to the Memorandum.

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

  • Consummation Deadline As defined in Section 3(b) hereof.

  • Initial Public Offering means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934.

  • Exchange Registration Statement shall have the meaning assigned thereto in Section 2(a) hereof.

  • Exchange Securities shall have the meaning assigned thereto in Section 2(a) hereof.

  • Initial Public Offering” (“IPO means an offering of securities registered under the 1933 Act, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the 1934 Act.

  • Initial Notes has the meaning set forth in the recitals hereto.

  • Rule 415 Offering means an offering on a delayed or continuous basis pursuant to Rule 415 (or any successor rule to similar effect) promulgated under the Securities Act.

  • Exchange Registration shall have the meaning assigned thereto in Section 3(c) hereof.

  • Initial Shelf Registration See Section 3(a).

  • Initial Securities As defined in the preamble hereto.

  • Initial Shelf Registration Statement has the meaning set forth in Section 2(a) hereof.

  • Private event means a social gathering or event attended

  • Exchange Security or a "Registrable Security" shall include a reference to the related Guarantee.