Debentures. The Debentures have been duly authorized by the Company and, at the Closing Date, will have been duly executed and delivered to the Indenture Trustee for authentication in accordance with the Indenture, and, when authenticated in the manner provided for in the Indenture and delivered against payment therefor by the Trust, will constitute valid and binding obligations of the Company entitled to the benefits of the Indenture enforceable against the Company in accordance with their terms, subject to Bankruptcy and Equity.
Debentures. Upon the conversion of the Debentures, the holder thereof shall submit such Debenture together with a notice of conversion to the Seller and the Seller shall instruct its transfer agent to issue one or more Certificates representing that number of shares of Common Stock into which the Debenture or Debentures are convertible in accordance with the provisions regarding conversion set forth in Exhibit A hereto. The Seller shall act as Debenture Registrar and shall maintain an appropriate ledger containing the necessary information with respect to each Debenture.
Debentures. Delivery by the Company to the Buyer of the Debentures to be purchased in accordance with this Agreement;
Debentures. Upon the conversion of the Debentures, the holder thereof shall submit such Debenture and Notice of Conversion to the Escrow Agent with a copy to Company and Escrow Agent shall immediately deliver the Irrevocable Treasury Orders in its possession pursuant to the Agreement to the Transfer Agent. Upon receipt of the Shares, the Escrow Agent will deliver the Shares to the holder. In the event the Irrevocable Treasury Orders for Shares are not sufficient, Seller shall, within five (5) business days of receipt of notice from Escrow Agent, instruct Seller's transfer agent to issue one or more certificates representing the balance of that number of shares of Common Stock into which the Debenture or Debentures are convertible in accordance with the provisions regarding conversion set forth in Exhibit A hereto. The Seller shall act as Debenture Registrar and shall maintain an appropriate ledger containing the necessary information with respect to each Debenture.
Debentures. Upon receipt by the Company or its designated attorney of a facsimile or original of Purchaser's signed Notice of Conversion followed by receipt of the original Debenture to be converted in whole or in part (within 5 business days as indicated in 4(b) below), the Company shall instruct its transfer agent to issue one or more Certificates representing that number of shares of Common Stock into which the Debenture is convertible in accordance with the provisions regarding conversion set forth in Exhibit D hereto. The Seller's transfer agent or attorney shall act as Registrar and shall maintain an appropriate ledger containing the necessary information with respect to each Debenture.
Debentures. Upon receipt by the Company or its designated attorney of a facsimile or original of Purchaser's signed Notice of Conversion and the original Debenture to be converted in whole or in part, the Company shall instruct its transfer agent to issue one or more Certificates representing that number of shares of Common Stock into which the Debenture is convertible in accordance with the provisions regarding conversion set forth in Exhibit D hereto. The Seller's transfer agent or attorney shall act as Registrar and shall maintain an appropriate ledger containing the necessary information with respect to each Debenture.
Debentures. The parties intend to seek the Debenture Holders Required Consent in connection with, and to permit, the Distribution and certain of the other transactions contemplated hereby. It is the intent of the parties that, in connection with obtaining such consent, prior to the Closing, CRC will conduct a consent solicitation to seek the Debenture Holders Required Consent (as amended from time to time, the "Debenture Consent Solicitation") and, in connection therewith, prior to the Closing, CSXT, NYC Newco, NSR, PRR Newco and CRC will conduct an offer to exchange New Debentures initially issued by each of NYC Newco and PRR Newco for the Debentures on the terms and subject to the conditions set forth herein and/or on such other terms as may be agreed by CRC, NSC and CSX as necessary or appropriate in order to facilitate obtaining the Debenture Holders Required Consent, including without limitation, the amount of the Debenture Cash Payments (the "Exchange Offer"). The Exchange Offer shall be on the basis that each holder of Debentures accepting the New Debentures in exchange for such holder's Debentures must grant a consent in respect of the Debenture Holders Required Consent. In connection with the foregoing, the parties shall undertake the following transactions:
(a) Prior to the Closing, on a timetable agreed by the parties to most expeditiously lead to the Closing, CRC, in consultation with NSC and CSX, shall prepare a consent solicitation, which consent solicitation shall form part of the Registration Statement, to seek the Debenture Holders Required Consent in connection with the Distribution and certain other transactions contemplated hereby and to the execution of the Supplemental Indenture. CRC shall comply with all applicable laws or regulations in connection with the Debenture Consent Solicitation.
(b) Subject to the satisfaction of the conditions set forth in Section 5.2 hereof, on the Distribution Date, CRC shall execute and deliver the Supplemental Indenture and such other necessary documents and request the Trustee to execute the same. The parties agree to execute and deliver all reasonable and necessary opinions, officer's certificates and other documents in connection with the execution of the Supplemental Indenture.
(c) Prior to the Closing, on a timetable agreed by the parties to most expeditiously lead to the Closing, CSXT, NYC Newco, NSR, PRR Newco and CRC will promptly prepare and cause to be filed with the SEC, Registration Statements offering...
Debentures. Subject to the conditions of this Section 2.5, the Parties have agreed that Persons listed in Appendix III (each, a “Debenture Holder”) may become parties to this Agreement as “New Series B Investors” for the purpose of purchasing Series B Units at the Second Closing on the terms, and subject to the conditions, specified in this Agreement. The Company shall provide written notice to each Debenture Holder, at such Debenture Holder’s address listed on Appendix III, as to (i) the date scheduled for the Second Closing, (ii) the opportunity for such Debenture Holder to become a party to this Agreement as a “New Series B Investor” in accordance with this Section and (iii) the manner and deadline for accepting such opportunity (as described in the next sentence). If any such Debenture Holder shall determine to become a party to this Agreement as a “New Series B Investor,” then such Debenture Holder shall, on or prior to the scheduled date for the Second Closing, authorize the Company to cancel its original debenture by delivering (1) its executed counterpart to this Agreement whereby such Debenture Holder (i) agrees to observe and to be bound by, and to be entitled to the rights provided by, this Agreement as if such Debenture Holder were named herein originally as a “New Series B Investor,” (ii) confirms the aggregate consideration to be paid by such Debenture Holder for Series B Units at the Second Closing by tendering an equivalent principal amount of the debentures identified opposite such Debenture Holder’s name on Appendix III (but excluding any warrants associated with the tendered principal amount of debentures), (iii) confirms such Debenture Holder’s agreement to deliver the agreed portion of the tendered principal amount of the debentures at the Second Closing against the delivery of the Series B Units at a purchase price of $3.00 per Series B Unit, (2) its executed joinder to the Amended and Restated Shareholders Agreement and (3) its executed counterpart to the First Amendment to Registration Rights Agreement. Notwithstanding the foregoing, the ability of the Debenture Holders to become a party to this Agreement shall be limited to no more than $1,450,000 aggregate principal amount of debentures of all such Debenture Holders so electing to participate, with the right of the Company in its sole discretion to allocate among such Debenture Holders as necessary in order to meet such limitation.
Debentures. Secured Convertible Debenture dated February 8, 2008 issued by the Company to the Investor in the original principal amount of $3,050,369 (Debenture No. CCP-4);
Debentures. Designation, Terms, Form and Issuance of the Series 2007-3 Debentures and the Series 2007-4 Debentures
