Conditions to the Exchange Offer Sample Clauses

Conditions to the Exchange Offer. Notwithstanding any other provision of the Exchange Offer, except as provided by Section 5.01(b) hereto, the Company shall not accept for exchange shares of Senior Preferred Stock tendered pursuant to the Exchange Offer, if at any time on or after the date hereof and prior to the expiration of the Exchange Offer, any of the following conditions shall exist:
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Conditions to the Exchange Offer. The making, and acceptance, of the Exchange Offer shall be subject to compliance by the Issuer and exchanging holders with applicable laws. Exhibit B FORM OF TAX OPINION 200 000 0000 200 000 0000 wxx.xxxxxxxxx.xxx _____________, 2015 PartnerRe Ltd. 90 Xxxxx Xxx Road Pembroke HM 08 Bermuda Ladies and Gentlemen: We have acted as tax counsel to PartnerRe Ltd., a Bermuda exempted company (“PartnerRe”), in connection with the proposed exchange offer (the “Exchange Offer”) wherein PartnerRe (as the Surviving Company in the Merger described in the Agreement and Plan of Merger by and among Parent, Merger Sub, PartnerRe and solely with respect to Sections ‎4.01 to ‎4.05, ‎6.13 and ‎Section 9.13 thereof, Parent Guarantor, dated as of August [●], 2015 (the “Merger Agreement”)) has offered to exchange each of its Series D Preferred, Series E Preferred and Series F Preferred shares (collectively, the “Surviving Company Preferred Shares”) for a new series of preferred shares (the “Exchange Securities”). This Exchange Offer is being offered pursuant to the materials delivered to the existing holders of the Surviving Company Preferred Shares in connection with the Exchange Offer (the “Exchange Offer Materials”) and offers the terms described in the Merger Agreement. This opinion is being furnished to you pursuant to ‎Section 4.10 of the Merger Agreement. All capitalized terms used herein have their respective meanings set forth in the Merger Agreement unless otherwise stated. In rendering the opinion expressed herein, we have reviewed copies of the Merger Agreement and the Exchange Offer Materials. We also have made such other investigations of fact and law and have examined such other documents, records and instruments as we have deemed necessary in order to enable us to render the opinion expressed herein. In our examination of documents, we have assumed, with your consent, that: (i) all documents submitted to us are authentic originals, or if submitted as photocopies, that they faithfully reproduce the originals thereof; (ii) all such documents have been or will be duly executed to the extent required; (iii) all representations and statements set forth in such documents are true and correct; (iv) any representation or statement made as a belief or made “to the knowledge of,” or similarly qualified, is correct and accurate without such qualification; and (v) all obligations imposed by any such documents on the parties thereto have been or will be performed or satisfied ...
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Conditions to the Exchange Offer. The making, and acceptance, of the Exchange Offer shall be subject to compliance by the Amalgamated Company and exchanging holders with applicable laws.
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Conditions to the Exchange Offer. W&T’s obligation to accept for exchange Existing Notes validly tendered pursuant to the Exchange Offer is subject to (a) the valid tender, without withdrawal, of a minimum of 95%, or $855.0 million, of the outstanding aggregate principal amount of Existing Notes by Eligible Holders as of the Expiration Date; (b) the Consents from Holders of at least a majority of the outstanding principal amount of the Existing Notes to the Amendments having been received, without withdrawal, prior to the Expiration Date to permit the issuance of the New Second Lien Notes under the Existing Indenture; (c) the approval by our shareholders of both the Authorized Shares Proposal and the Exchange Offer Proposal at the Special Meeting; and (d) the amendment to our revolving bank credit facility to permit the consummation of the Exchange Offer. Additionally, notwithstanding any other provision of this offering memorandum, W&T will not be required to accept for exchange Existing Notes tendered pursuant to the Exchange Offer and may terminate, extend or amend the Exchange Offer and Consent Solicitation and may postpone the acceptance for exchange of Existing Notes so tendered if the General Conditions have not been satisfied or waived. W&T may waive, at any time prior to the Expiration Date, the Minimum Tender Condition in consultation with the Required Holders and any of the General Conditions. Accordingly, the aggregate principal amount of Existing Notes accepted for exchange pursuant to the Exchange Offer may be significantly less than the aggregate principal amount set forth by the Minimum Tender Condition.
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Conditions to the Exchange Offer. The capitalized terms used in this ANNEX II shall have the meanings ascribed to them in the Agreement and Plan of Merger to which it is attached, except that the term "MERGER AGREEMENT" shall be deemed to refer to such Agreement and Plan of Merger. Notwithstanding any other provision of the Exchange Offer, Merger Co. shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act (relating to Merger Co.'s obligation to pay for or return tendered shares of Company Common Stock promptly after termination or withdrawal of the Exchange Offer), pay for, and may (subject to any such rule or regulation) delay the acceptance for payment of any tendered shares of Company Common Stock, and may (except as provided in the Merger Agreement) amend or terminate the Exchange Offer as to any shares of Company Common Stock not then paid for, if (i) at least five business days have not elapsed since Merger Co. accepted for payment and paid for a number of shares of Company Common Stock pursuant to the Offer representing, together with shares of Company Common Stock previously owned by Parent, at least 50.1% of the issued and outstanding shares of Company Common Stock and delivered shares of Company Common Stock not accepted for payment in the Offer to the Depositary under the Exchange Offer or (ii) at any time on or after the date of the Merger Agreement and before the time of payment for any such shares of Company Common Stock (whether or not any shares of Company Common Stock have theretofore been accepted for payment or paid for pursuant to the Exchange Offer), any of the following events shall have occurred and remain in effect other than as a result of any action or inaction of Parent or any Parent Subsidiary that constitutes a breach of this Agreement:
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Conditions to the Exchange Offer. Nothing in this Agreement shall obligate the Company to proceed with or consummate the Exchange Offer, and the Company may terminate the Exchange Offer, unless each of the conditions set forth under “The Exchange Offer—Conditions to the Exchange Offer” in the Prospectus is satisfied (as determined by the Company in its sole discretion) or is otherwise waived by the Company, in each case, on or prior to the date on which the Exchange Offer expires (taking into account any extensions thereof).
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Conditions to the Exchange Offer. Party City’s obligation to accept Existing Notes in the Exchange Offer will be subject to the following conditions: (i) the valid tender, without valid withdrawal, of a minimum of 98.00%, or $833.0 million, of the outstanding aggregate principal amount of Existing Notes by Eligible Holders as of the Expiration Date (the “Minimum Tender Condition”); (ii) the Requisite Consents having been received, without valid withdrawal, prior to the Expiration Date; (iii) the Backstop and Private Placement Agreement having been executed prior to the Commencement Date and the Commitments thereunder for the purchase of $100.0 million of New Money First Lien Issuer Notes in the aggregate having become fully effective; (iv) the Transaction Support Agreement has remained in full force and effect, and all conditions required therein to be satisfied have been satisfied or waived in accordance with the terms specified therein; (v) entry into intra-company agreements (the “Intra-Company Agreements”), on or prior to the Settlement Date, as set forth in the Transaction Support Agreement; and (vi) other customary and usual conditions to be agreed. Subject to the provisions of the Transaction Support Agreement, Party City may only terminate the Exchange Offer if the conditions to the Exchange Offer are not satisfied; provided, however, that in no event shall Party City be required to commence the Exchange Offer unless the Backstop and Private Placement Agreement has been executed providing for the Commitments. If the Exchange Offer is terminated at any time, the Existing Notes validly tendered pursuant to the Exchange Offer will be promptly returned to such tendering Eligible Holders. Waiver of the conditions to the Exchange Offer and amendments to the terms of the Exchange Offer shall be addressed in the Transaction Support Agreement. If Party City waives the Minimum Tender Condition, Party City shall not be obligated to extend the withdrawal deadline of the Exchange Offer.
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Conditions to the Exchange Offer. Notwithstanding any other provision of the Exchange Offer, Purchaser shall not be required to, and the 12% Senior Notes Issuer shall not, accept for payment any 12% Senior Notes tendered pursuant to the Exchange Offer, and may extend, terminate or amend the Exchange Offer, if:
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Conditions to the Exchange Offer. The obligations of each Party to consummate the transactions contemplated hereby is subject to the satisfaction of each of the following conditions:
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Related to Conditions to the Exchange Offer

  • CONDITIONS TO THE OFFER The obligation of Purchaser to accept for payment, and pay for, Shares validly tendered (and not validly withdrawn) pursuant to the Offer is subject to the satisfaction of the conditions set forth in clauses (a) through (h) below. Accordingly, notwithstanding any other provision of the Offer or the Agreement to the contrary, Purchaser shall not be required to accept for payment or (subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act) pay for, and may delay the acceptance for payment of, or (subject to any such rules and regulations) the payment for, any tendered Shares, and, to the extent permitted by the Agreement, may terminate the Offer: (i) upon termination of the Agreement; and (ii) at any scheduled Expiration Date (subject to any extensions of the Offer pursuant to Section 1.1(c) of the Agreement), if: (A) the Minimum Condition, the Termination Condition and conditions set forth in clauses (e) and (g) shall not be satisfied by one minute after 11:59 p.m. Eastern Time on the Expiration Date; or (B) any of the additional conditions set forth below shall not be satisfied or waived in writing by Parent:

  • Exchange Offer Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee will authenticate:

  • CONDITIONS TO CONSUMMATION OF THE MERGER Section 5.1. Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party hereto to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions:

  • CONDITIONS TO THE MERGER 6.1 Conditions to Obligations of Each Party to Effect the Merger. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:

  • CONDITIONS TO CONSUMMATION Section 5.1. Conditions to Each Party's Obligations. The respective -------------------------------------- obligations of each party to effect the Merger, the Bank Merger and any other transactions contemplated by this Agreement shall be subject to the satisfaction of the following conditions:

  • Terms of the Exchange The Exchange shall be consummated on the ------------------------ following terms and conditions:

  • CONDITIONS TO THE MERGERS 36 Termination of the Mergers and the Merger Agreement..................... 37

  • CONDITIONS TO CONSUMMATION OF MERGER 5.1 Conditions to Each Party's Obligations. The respective obligations of each Party to consummate the Merger are subject to the satisfaction of the following conditions:

  • Conditions to the Transaction 7.1 Conditions to Obligations of Each Party to Effect the Transaction. The respective obligations of each party to this Agreement to effect the Transaction shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:

  • Registered Exchange Offer Unless not permitted by applicable law, the Issuer shall prepare and use its commercially reasonable efforts to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Issuer issued under the Indenture, substantially identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) and registered under the Securities Act (the “Exchange Securities”). The Issuer shall use its commercially reasonable efforts (i) to cause such Exchange Offer Registration Statement to become effective under the Securities Act on or prior to 365 days after the date of original issue of the Initial Securities (the “Issue Date”) (such 365th day referred to in clause (i) being the “Exchange Offer Effectiveness Target Date”) and (ii) to keep the Exchange Offer Registration Statement effective for not less than 20 business days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). If the Issuer commences the Registered Exchange Offer, the Issuer (i) will be entitled to consummate the Registered Exchange Offer 20 business days after such commencement (provided that the Issuer has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective, or such later date required by law. Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Issuer shall, as promptly as practicable, commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Issuer within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Xxxxxx’s business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Issuer acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section, and (c) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Issuer shall keep the Exchange Offer Registration Statement effective and shall amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an Initial Purchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Issuer shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer (or such shorter period during which such persons are required by applicable law to deliver such prospectus). If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Initial Securities acquired by it as part of its initial distribution, the Issuer, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”) for the Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Issuer issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the “Private Exchange Securities”). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities”. In connection with the Registered Exchange Offer, the Issuer shall:

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