Debt Offers. (a) If, prior to the Closing Date, Parent or any of its Subsidiaries decides to commence a tender offer and/or consent solicitation in respect of some or all of the outstanding Company Senior Notes reasonably necessary or appropriate to facilitate the Transactions (each, a “Debt Offer”), Parent shall prepare all necessary and appropriate documentation in connection with such Debt Offers, including the offers to purchase and consent solicitation statements, letters of transmittal and other related documents (collectively, the “Offer Documents”). The Company agrees to use reasonable best efforts to provide, and shall use reasonable best efforts to cause its Subsidiaries and its and their respective Representatives to provide, reasonable cooperation in connection with the preparation of the Offer Documents and the consummation of such Debt Offers (which are to be consummated at the Effective Time) including with respect to the Company’s execution of supplemental indentures (either at the Effective Time or, if earlier, conditioned upon the occurrence of the Effective Time) reflecting amendments to the indenture governing the Company Senior Notes taking effect as of the Effective Time, to the extent approved by any required consents of holders of the Company Senior Notes. All mailings to the holders of the Company Senior Notes in connection with the Debt Offers shall be subject to the prior review and comment by the Company and Parent and shall be reasonably acceptable to each of them. If at any time prior to the completion of any Debt Offer any information in the applicable Offer Documents should be discovered by the Company or Parent that should be set forth in an amendment or supplement to the Offer Documents, so that such Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties, and an appropriate amendment or supplement describing such information shall be disseminated by Parent to the holders of the Company Senior Notes. To the extent that the provisions of any applicable Law conflict with this Section 6.21, Parent and the Company shall comply with the applicable Law and shall not be deemed to have breached their obligations under this Agreement by such compliance. Pare...
Debt Offers. On or prior to the Closing Date, the Company shall have consummated the Debt Offers, unless failure to consummate the Debt Offers was a result of a failure by Acquisition to perform any covenant or condition contained in the Offer Documents or this Agreement or the inaccuracy of any representation or warranty of Acquisition contained therein.
Debt Offers. NTL and Partners will each use its respective reasonable best efforts to obtain, upon terms and conditions which are reasonably satisfactory to NTL, the consents of the holders of its various debt securities in order to permit the Amalgamation. The costs, fees and expenses payable by Partners in connection with its debt offer shall be subject to the reasonable approval of NTL.
Debt Offers. 29 ARTICLE VI
Debt Offers. 42 Delay..........................................30
Debt Offers. At or prior to the Effective Time, the requisite consents specified in Section 2.06(a) of the Company Disclosure Schedule, respectively, shall have been received under the 9.15% Debt Offer and the 9.875% Debt Offer and the Company and the respective trustees shall have executed and delivered the supplemental indentures described in Section 2.06(b) to the indentures governing the 9.15% Senior Subordinated Notes and the 9.875% Senior Subordinated Notes.
Debt Offers. Prior to the Partnership Merger Effective Time, (i) the requisite consents specified in Section 2.10(a) of the Company Disclosure Letter shall have been received under the Debt Offers with respect to the Non-Callable Notes, and the Company, the Operating Partnership and certain of their Subsidiaries and the respective trustees shall have executed the supplemental indentures described in Section 2.10 of this Agreement to the respective indentures governing the Non-Callable Notes, such supplemental indentures to be delivered and become effective promptly following the receipt of the required consents with the amendments provided for therein to become operative upon the acceptance of Notes for payment pursuant to the Debt Offers and concurrently with the closing of the Mergers; and (ii) (1) all of the Redemption Notes shall have been redeemed as contemplated by Section 2.11(a), or (2) to the extent that there are any 10.50% Senior Notes due 2009 outstanding immediately prior to the Partnership Merger Effective Time, the requisite consents specified in
Debt Offers. (a) The Company shall use its commercially reasonable efforts to commence as promptly as practicable following the date of receipt of the Offer Documents from Parent pursuant to subparagraph (c) below and written instructions from Parent to commence the Debt Offers (as defined below), offers to purchase, and related consent solicitations (or, in the case of the 3.375% Convertible Senior Notes due 2023 (the “Convertible Senior Notes”), a consent solicitation which is not related to a concurrent offer to purchase) with respect to Senior Notes (as defined below) on the terms and conditions set forth in Section 4.5 of the Parent Disclosure Letter (or as may otherwise be agreed between the Company and Parent) and such other customary terms and conditions as are reasonably acceptable to Parent and the Company (including the related or stand-alone consent solicitations, collectively, the “Debt Offers”); provided that (i) this Agreement shall have not been terminated in accordance with Article VIII, (ii) the Company shall have received from Parent the completed Offer Documents which shall be in form and substance reasonably satisfactory to the Company, and (iii) at the time of such commencement, the Buyer Parties shall have otherwise performed or complied with all of their agreements and covenants required by this Agreement to be performed on or
Debt Offers. At or before the Effective Time and subject to the Funding, Merger Sub shall have received evidence that the terms of the Senior Subordinated Notes and the Subordinated Notes shall have been amended, to the reasonable satisfaction of Merger Sub, as to the matters provided in Section 2.12 of the CCI Disclosure Schedule. At or before the Effective Time and subject to the Funding, CCI shall have purchased the Senior Subordinated Notes and the Subordinated Notes as contemplated by Section 2.12.
Debt Offers. The Debt Offers shall have been commenced and consummated.
