Debt Tender. Except customary transaction expenses incurred in connection with the debt tender offer referred to in the Offer to Purchase and Consent Solicitation Statement of the Company dated July 2, 1999, as amended, the Company has not incurred any other costs in connection with such debt tender offer and, to the knowledge of the Company, there is no litigation, arbitration, claim, suit, action, investigation or proceeding threatened against or affecting the Company or any of its Subsidiaries in respect of a proposed withdrawal or termination of such debt tender offer that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on the Company.
Debt Tender. Promptly upon execution of this Agreement, the Company will withdraw and terminate the debt tender offer referred to in the Offer to Purchase and Consent Solicitation Statement of the Company dated July 2, 1999, as amended.
Debt Tender. The holders of the Notes shall have (i) validly tendered and not withdrawn their Notes sufficient to satisfy the Minimum Condition, (ii) granted consents sufficient to approve the Covenant Elimination.
Debt Tender. (a) As soon as practicable after the date hereof and promptly upon the request of Acquiror, the Company and Rexnord Corporation shall commence a tender offer and Consent Solicitation (the “Debt Tender Offer”) for all of the outstanding Senior Subordinated Notes on the terms and conditions set forth in Schedule 7.5, and Acquiror and Merger Sub shall assist the Company and Rexnord Corporation in connection therewith.
Debt Tender. (a) Provided that this Agreement shall not have been terminated in accordance with Section 9.1, the Company shall, upon receiving any request by Purchaser to do so, promptly commence or cause to be commenced an offer to purchase, and related consent solicitations (the “Consent Solicitation”) with respect to all of the outstanding aggregate principal amount of Accellent Corp.’s 10% Senior Subordinated Notes due 2012 (the “10% Senior Subordinated Notes”) on price terms that are acceptable to Purchaser and such other customary terms and conditions as are reasonably acceptable to Purchaser (including the related consent solicitation, the “Debt Offer”). Such Consent Solicitation shall seek to eliminate substantially all the restrictive covenants contained therein (as reasonably agreed to by the Company and the Purchaser and in a manner consistent with the provisions set forth on Schedule 3.9). The Company shall waive any of the conditions to the Debt Offer as may be reasonably requested by Purchaser (other than the condition that the Debt Offer is conditioned on the Closing of the Merger and the transactions contemplated hereby) and shall not, without the consent of Purchaser, waive any condition to the Debt Offer or make any changes to the terms and conditions of the Debt Offer other than as agreed between Purchaser and the Company).
Debt Tender. Upon the request, and at the expense, of Parent, the Company shall (a) promptly commence a cash tender offer to purchase all of the outstanding Notes and (b) solicit the consent of the holders of the Notes to amend the Indenture to eliminate all material covenants and related defaults and to permit the transactions contemplated by this Agreement, including the financing thereof, which acceptance for payment of the Notes shall be conditioned upon consummation of the Merger (clauses (a) and (b) together, the “Debt Tender”). Parent shall be responsible for payment of all costs and expenses, including legal and other professional and service fees and expenses, printing, mailing, and other costs and expenses incurred or paid by the Company in connection with the Debt Tender, which it will pay to the Company upon the Company’s request from time to time in advance of the Company’s incurrence of such costs and expenses (subject to reimbursement by the Company to the extent that the aggregate amount of such advances exceeds the aggregate amount of such costs and expenses actually incurred or paid). The Surviving Corporation shall take any and all other additional steps or actions and execute any and all additional documents, instruments or certificates necessary to effect the purchase of tendered Notes or redemption of the Notes and satisfaction and discharge of the Indenture, as applicable, all at the expense of the Surviving Corporation and/or Parent. For the avoidance of doubt, consummation of the Merger shall not be conditioned upon the results of the Debt Tender.
Debt Tender. (a) On such date designated by Parent (which shall be at least three business days after the date on which the Company received such notice from Parent), the Company shall commence a tender offer and Consent Solicitation (each, a “Debt Offer”) for (i) all of the outstanding Senior Secured Notes and (ii) all of the outstanding Senior Subordinated Notes (the Senior Secured Notes and the Senior Subordinated Notes, collectively, the “Notes”) upon the terms and conditions set forth in writing by Parent and as set forth in this Section 6.12, and otherwise in compliance with law and SEC rules and regulations, and Parent and Merger Sub shall provide all cooperation reasonably requested by the Company in connection therewith.
Debt Tender. (a) On such date designated by Parent (which shall be at least three Business Days after the date on which the Company received such notice from Parent), the Company shall commence a tender offer and Consent Solicitation (the “Debt Offer”) for all of the outstanding 95/8% Senior Secured Notes due 2010 of the Company (the “Notes”) upon the terms and conditions set forth in Schedule 8.08 of the Company Disclosure Schedule, and otherwise in compliance with Applicable Law and SEC rules and regulations, and Parent and Merger Subsidiary shall assist the Company in connection therewith.
Debt Tender. There shall have been tendered and not withdrawn such aggregate principal amount of the Existing Notes sufficient to eliminate all material covenants and related defaults in the Existing Indenture pursuant to a tender offer and consent solicitation (the "Debt Tender") on terms and conditions reasonably satisfactory to the Agents (which covenants and events of default must include all such covenants and events of default that would be eliminated if Target were to "covenant defease" the Existing Notes pursuant to section 11.03 of the Existing Indenture); Target shall have accepted the Existing Notes pursuant to the Debt Tender and Target and the trustee under the Existing Indenture shall have entered into a supplemental indenture reasonably acceptable to the Agents to the Existing Indenture effecting the elimination of the aforementioned covenants and events of default; to the extent that more than $5.0 million of Existing Notes would remain outstanding after the consummation of the Debt Tender, Borrower shall have defeased (or shall contemporaneously defease) the remaining Existing Notes pursuant to section 11.03 of the Existing Indenture such that not more than $5.0 million of Existing Notes remain undefeased after the Tender Offer Closing Date. Target shall have paid to such holders all principal, interest and premiums then due and payable on or in respect of such Existing Notes as a result of the Debt Tender, the Refinancing or otherwise, in all cases in full and in cash in accordance with Section 5.1.4. of the Senior Secured Credit Facility.
Debt Tender. (a) Provided that this Agreement shall not have been terminated in accordance with Section 10.1, the Company shall, upon receiving any written request by Parent to do so, promptly commence or cause to be commenced an offer to purchase, and a related consent solicitation (the “Consent Solicitation”) with respect to, all of the outstanding aggregate principal amount of PETCO Animal Supplies Stores, Inc.’s 10.75% Senior Subordinated Notes due 2011 (the “2011 Notes”) on price terms that are acceptable to Parent and such other customary terms and conditions as are reasonably acceptable to the Company and Parent (including the related consent solicitation, the “Debt Offer”); provided, however, in lieu of the Debt Offer, if Parent so elects, immediately prior to the Closing and using funds provided (or caused to be provided) by Parent, the Company shall effect, or cause to be effected, a covenant defeasance of the 2011 Notes pursuant to Section 8.03 of the Indenture, dated as of October 26, 2001, by and among PETCO Animal Supplies Stores, Inc., U.S. Bank N.A., as trustee, and the guarantors thereto (as amended, supplemented or otherwise modified, the “Indenture”) governing the 2011 Notes. The Consent Solicitation shall seek to obtain the waiver of and eliminate all of the restrictive covenants contained in the Indenture (as reasonably agreed to by the Company and Parent and in a manner consistent with the provisions set forth on Section 8.6 of the Disclosure Letter and as are reasonably required to consummate the transactions contemplated hereby, including the Financing). The Company shall waive any of the conditions to the Debt Offer as may be reasonably requested by Parent (other than the condition that the Debt Offer is conditioned on the Closing of the Merger and the transactions contemplated hereby), so long as such waivers would not cause the Debt Offer to violate the Exchange Act, the Trust Indenture Act of 1939, as amended, or any other applicable Law, and shall not, without the consent of Parent, waive any condition to the Debt Offer or make any changes to the terms and conditions of the Debt Offer other than as agreed between Parent and the Company.
