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. On the Closing Date, upon the satisfaction of the conditions set forth in Article IV, each Initial Lender severally agrees to deliver Existing Indebtedness in exchange for Loans in a principal amount for each such Initial Lender set forth opposite its name on Schedule 2.01 hereto. Once repaid, the Loans may not be reborrowed.
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. 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. 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 conditions to the closing of the transactions contemplated by (i) the Debt Exchange Agreement and (ii) the Tender Offer and Consent Solicitation, in each case, shall have been satisfied or waived and the parties thereto shall be ready, willing and able to close the such Transactions substantially contemporaneously with the other Transactions contemplated to occur at Closing, in the order contemplated by Article 2. A majority of the Sailfish Notes (excluding Sailfish Notes held by Franklin Bondholder and MacKay Bondholder) shall have been tendered pursuant to the Tender Offer and Consent Solicitation for the consideration offered thereunder and the Sailfish Notes Supplemental Indenture shall have become effective (and the amendments therein (and collateral releases, if any) shall have become operative).
Debt Exchange. TDCC shall use its reasonable best efforts to cause the Debt Exchange to be consummated prior to the Distribution; provided, that TDCC shall have the right to determine, after consultation with Parent, the terms and conditions of the Debt Exchange and the parties thereof. TDCC will be permitted to reasonably direct and control the negotiations and arrangements in connection with the issuance of the Spinco Securities (and shall keep Parent informed of all developments with respect thereto) and financial, legal, accounting and other advisors for TDCC, and Parent and Spinco shall take, or cause to be taken, all actions, and do, or cause to be done, all other things necessary to facilitate the Debt Exchange as reasonably directed by TDCC in good faith (to the extent applicable, Section 3.04 of the Separation Agreement is incorporated into this Section 7.17 by reference and shall apply mutatis mutandis with respect to the actions of TDCC and Spinco in connection with the consummation of the Debt Exchange). TDCC shall provide Parent with an opportunity to participate in any material discussions with the ultimate investors, investment banks, managers or other third parties relating to the terms and conditions of the Spinco Securities and shall in good faith take into account Parent’s comments with respect thereto. Each party hereto shall cooperate in connection with the preparation of all documents and the making of all filings required in connection with the issuance of the Spinco Securities and the consummation of the Debt Exchange. TDCC and Parent shall coordinate their activities with respect to the Debt Exchange and the other components of the Financing or the Alternative Financing, as applicable, with the intent of optimizing the marketing and execution thereof.
Debt Exchange. The Debt Exchange shall have been consummated immediately before the Distribution.
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.”
