Debt Exchange Clause Samples

Debt Exchange. At least ninety-five percent (95%) of the aggregate principal amount of outstanding Notes shall have been validly exchanged in the Debt Exchange.

Debt Exchange. In combination with the shares being exchanged, the AEGA Holders shall grant relief of debt to the Corporation for purposes of relief of corporate debt. Such amount of debt, shall be a cumulative and total amount of $100,000.00 as set forth on Schedule C to the Agreement. Such debt shall be bound from the initial signing AEGA Holders, but may be modified to include other AEGA Holders and distributed to those debtholders as mutually agreed by the parties.

Debt Exchange. Prior to the Spin-off, LPS shall issue to FIS the LPS Notes. The LPS Notes will be issued under appropriate agreements and instruments to which LPS shall become a party prior to its issuance of the LPS Notes. The Parties acknowledge and agree that in connection with the Spin-off, FIS intends to exchange all of the LPS Notes for its existing Tranche B Term Loan indebtedness issued under the FIS 2007 Credit Agreement. The holders of the Tranche B Term Loan indebtedness intend to syndicate or place the obligations of LPS under the various credit facilities and with various groups of lenders and debtholders. LPS agrees, and agrees to cause the LPS Subsidiaries to, execute and deliver to FIS or any other person such further documents, agreements and instruments, and take such further action, as FIS may at any time reasonably request in order to consummate and make effective, in the most expeditious manner practicable, the Debt Exchange and such subsequent syndication and placement, as contemplated by this Section 2.4.

Debt Exchange. All conditions to the Company’s obligation to consummate the Debt Exchange shall have been satisfied (or waived, to the extent permitted).

Debt Exchange. The Debt Exchange shall have been consummated in all material respects in accordance with this Agreement without the waiver of any condition thereto.

Debt Exchange. (a) Subject to Section 8.13(b), Post shall, prior to the Distribution, (i) cause SpinCo to issue to Post debt securities (“SpinCo Notes”) in an aggregate principal amount equal to the SpinCo Notes Amount and containing the terms described in paragraph (b) below, (ii) use its reasonable best efforts to cause the Debt Exchange to be consummated in a process to be managed by Post, and (iii) keep BellRing informed of all material developments relating to the foregoing, and provide to BellRing copies of the material definitive documents and such other information and documentation related to the Debt Exchange as shall be reasonably requested by BellRing. Subject to Section 8.13(b), prior to the Post-Merger Transactions, SpinCo shall borrow an amount not to exceed the SpinCo Loans Amount of term loan and/or revolving credit facility borrowings containing the terms described in paragraph (b) below (the “SpinCo Loans” , and collectively with the SpinCo Notes, the “SpinCo Debt”). (b) In connection with the borrowing and/or issuance of the SpinCo Debt, the Debt Exchange and any subsequent offering, syndication and/or sale of the SpinCo Notes by the Debt Exchange Parties, (A) Post (in consultation with BellRing) shall manage the negotiations in connection with the consummation of the Debt Exchange and the selection of investment banking advisors with respect thereto and shall keep BellRing reasonably informed of all material developments with respect thereto, (B) Post shall manage the negotiations in connection with the borrowing and/or issuance and offering, syndication and/or sale of the SpinCo Debt in consultation with BellRing; provided that the precedent documentation for the SpinCo Debt and the terms and conditions of the SpinCo Debt, including the guarantee structure, covenants, registration rights and “baskets” shall be subject to prior written approval by BellRing, (C) Post and its financial, legal, accounting and other advisors shall prepare all initial and revised drafts of all documentation relating to the borrowing and/or issuance of the SpinCo Debt and the consummation of the Debt Exchange and any subsequent offering, syndication and/or sale of the SpinCo Notes by the Debt Exchange Parties (based on and consistent with precedent documentation agreed upon by BellRing pursuant to clause (B) above), subject to BellRing and its financial, legal, accounting and other advisors being given a reasonable opportunity to review and comment on all such drafts; prov...

Debt Exchange. (a) On the Closing Date, pursuant to the Plan, in exchange for the discharge under the Plan of the QCP Claims (as defined in the Plan Term Sheet) (the “Debt Exchange”), Purchaser shall acquire and accept from the Debtor, and the Debtor shall issue, transfer and deliver to Purchaser 1,000,000 newly issued shares of the common stock of the Debtor, par value $0.01 per share (the “Reorganized Company Stock”), which, pursuant to and in accordance with the Plan and Confirmation Order, shall constitute all of the issued and outstanding capital stock and rights to purchase or otherwise acquire capital stock of the Debtor (such transaction, the “Plan Acquisition”), free and clear of any Liens, other than those created by Parent, Purchaser or the Lessors or imposed by applicable federal or state securities laws. (b) For purposes of this Agreement, “Lien” means any mortgage, lien, pledge, charge, security interest, easement, covenant, or other restriction or title matter or encumbrance of any kind in respect of such asset; and “Permitted Lien” means the following Liens: (i) specified encumbrances described in Section 1.1(a) of the Debtor Disclosure Letter; (ii) encumbrances for Taxes or other governmental charges not yet due and payable or that are being contested in good faith by appropriate proceedings and are reflected on or specifically reserved against or otherwise disclosed in any consolidated balance sheet included in the Audited Financial Statements; (iii) mechanics’, carriers’, workmen’s, repairmen’s or other like encumbrances arising or incurred in the ordinary course of business consistent with past practice relating to obligations as to which there is no default on the part of the Debtor, or the validity or amount of which is being contested in good faith by appropriate proceedings and are reflected on or specifically reserved against or otherwise disclosed in any consolidated balance sheet included in the Audited Financial Statements; (iv) other encumbrances that do not, individually or in the aggregate, materially impair the current use or operation of the specific parcel of owned real property to which they relate or the conduct of the business of the Debtor and its Subsidiaries as presently conducted; (v) easements, rights of way or other similar matters or restrictions or exclusions which would be shown by a current title report or other similar report; (vi) any condition or other matter, if any, that may be shown or disclosed by a current and accura...

Debt Exchange. Within fifteen (15) days following effectiveness of the Charter Amendment (as defined below) under the laws of the State of Delaware, the Maker shall deliver the Note to the Company for cancellation and retirement in full of the Indebtedness and, in exchange, receive from the Company a number of Units determined by dividing (a) $2,000,000 by (b) the price per Unit at which the Units were issued and sold to the public in the Offering, rounded down to the nearest whole Unit with any fractional Unit being paid by the Company in cash (the “Exchange”). The Units issuable to Maker in the Exchange are referred to herein as the “Exchange Units.”

Debt Exchange. If at any time: (i) the Borrower is in an “Over-Advance” (as such term is hereinafter defined); (ii) there is an Event of Default; or (ii) if there is an event which has occurred that, with the passage of time, the giving of notice, or both, would constitute an Event of Default, the Lender shall have the option to sell the Obligations, or a portion thereof, to a debt buyer approved by Lender, which debt buyer shall then convert such debt into equity through a debt exchange under Section 3(a)(9) or 3(a)(10) of the Securities Act (the “Debt Exchange”). The Credit Parties agree to enter into the Debt Exchange upon Lender’s demand, and the Credit Parties shall execute and deliver any and all agreements or documents related to such Debt Exchange, as may be required by Lender or such debt buyer, and to otherwise cooperate in any other respect to accomplish the Debt Exchange.