Senior Note Exchange Offer definition

Senior Note Exchange Offer means the exchange offer offered to the Senior Note Holders to exchange their Senior Notes for New Senior Notes subject to the New Senior Note Indenture and upon such conditions as are reasonably satisfactory to Emergent and PJC, including without limitation the condition that the holders of not less than 98% of the aggregate outstanding principal amount of the Senior Notes validly accept and exchange all of the Senior Notes they hold pursuant to such exchange offer (which condition may only be waived with PJC’s prior written consent in its sole discretion).
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Examples of Senior Note Exchange Offer in a sentence

  • PJC shall cause the Investor to make an offer to each Senior Note Holder to purchase from each Senior Note Holder who validly accepts and exchanges all of the Senior Notes held by such Senior Note Holder pursuant to the Senior Note Exchange Offer all of the New Senior Notes that will be issued to such Senior Note Holder on the Closing Date at a price equal to the face amount of each New Senior Note purchased in accordance with the terms of the Note Purchase Agreement.

  • Notwithstanding anything in this Agreement to the contrary, Emergent may forego launching the Senior Note Exchange Offer in the event that Emergent obtains the agreement of holders of not less than 100% of the aggregate outstanding principal amount of the Senior Notes to sell all of the Senior Notes to PJC or the Investor.

  • Notwithstanding anything in this Agreement to the contrary, Emergent may elect not to launch the Senior Note Exchange Offer.

  • DTC participants may, instead of physically completing and signing this Letter and delivering it to the Exchange Agent, electronically transmit their acceptance of the Senior Note Exchange Offer and Consent Solicitation by causing DTC to transfer Senior Notes held in book-entry form to the Exchange Agent in accordance with DTC’s Automated Tender Offer Program (“ATOP”) procedures for transfer.

  • The Senior Units and any substitute certificates representing Senior Notes not being exchanged in the Senior Note Exchange Offer will be issued in the name of the undersigned and sent to the address indicated in Item 1 or, in the case of book-entry delivery of Senior Notes, will be credited to the account maintained at DTC indicated in Item 2.

  • In order to tender your Senior Notes pursuant to the Senior Note Exchange Offer and consent to the proposed amendments pursuant to the Consent Solicitation, you must comply with DTC’s ATOP procedures described in Instruction 2 (if you hold your Senior Notes in book-entry form), or complete Items 1, 2, and 3, and, to the extent applicable, Item 4 of this Letter and return this Letter to the Exchange Agent.

  • PO Box 299013 Lewisville, TX 75029 Re: Senior Note Exchange Offer Ladies and Gentlemen: Reference is made to your Registration Statement on Form S-4 to be filed with the Securities and Exchange Commission today with respect to $355,000,000 aggregate principal amount of 10(1)/8 Senior Notes due 2008 (the "Securities").

  • By executing this Letter, upon the terms and subject to the conditions of the Senior Note Exchange Offer and Consent Solicitation, you hereby tender to the Company the Senior Notes described in Item 1.

  • Please contact the Exchange Agent at the address set forth in Instruction 13 if you want to have any substitute certificates representing Senior Notes not being exchanged in the Senior Note Exchange Offer issued in the name of a different person, sent to a different address or credited to a different account maintained at DTC, or if you want to have the Senior Units issued in the name of a different person, sent to a different address or credited to a different account maintained at DTC.

  • P.O. Box 299013 Lewisville, TX 75029 Re: Senior Note Exchange Offer Ladies and Gentlemen: Reference is made to your Registration Statement on Form S-4 to be filed with the Securities and Exchange Commission today with respect to $355,000,000 aggregate principal amount of 10 1/8 Senior Notes due 2008 (the "Securities").

Related to Senior 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.

  • 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.

  • Private Exchange Securities shall have 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.

  • 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.

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

  • Exchange Debentures has the meaning set forth in Section 2(a) hereof.

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

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

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

  • 2021 Notes means the 4.700% Senior Notes due 2021, originally issued by Ensco plc (now Valaris), a public limited company organized under the laws of England and Wales.

  • New Secured Notes means the $550 million of first lien secured notes to be issued by New Valaris Holdco comprising (i) the Rights Offering New Secured Notes to be issued in the Rights Offering on the terms set forth in the New Secured Notes Term Sheet attached as Exhibit 2 to the Restructuring Term Sheet and the Rights Offering Procedures, (ii) the Holdback Notes to be issued on the terms set forth in the Backstop Agreement,

  • 2019 Notes has the meaning set forth in the definition of “2018 Exchange Offers”.

  • 2014 Notes means (i) the 4.850% Senior Secured Notes due 2024 issued by the Issuer on March 18, 2014 and (ii) the 4.45% Senior Secured Notes due 2025 and the 5.45% Senior Secured Notes due 2034 issued by the Issuer on August 21, 2014.

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

  • 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.

  • New Senior Notes has the meaning set forth in the recitals hereto.

  • Restricted Notes means Initial Notes and Additional Notes bearing one of the restrictive legends described in Section 2.1(d).

  • Subordinated Notes means the Initial Notes and the Exchange Notes and, more particularly, any Subordinated Note authenticated and delivered under this Indenture, including those Subordinated Notes issued or authenticated upon transfer, replacement or exchange.

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

  • 2011 Notes means those certain notes issued pursuant to the Note Purchase Agreement dated as of March 22, 2011 among the Company and the purchasers named in Schedule A thereto.

  • Existing Unsecured Notes the Borrower’s 11.5% Senior Notes due 2018, issued pursuant to the Existing Unsecured Indenture, outstanding on the Closing Date or subsequently issued in exchange for or in respect of any such notes.