Debt Tender Offer. (a) As soon as reasonably practicable after the receipt by the Company of a written request by Parent (and a reasonable period of time in advance of the anticipated Closing Date, as reasonably determined by Parent), the Company shall promptly commence (or, at Parent’s choice, assist Parent or its Affiliates in a third party commencement of) (i) an offer to purchase and/or (ii) a consent solicitation with respect to all of the outstanding aggregate principal amount of the Company’s then outstanding 11.5% Senior Secured Notes due 2014 (the “Notes”) on such terms and conditions as are reasonably requested by Parent (including amendments to the terms and provisions of the Indenture as reasonably requested by Parent) (including the related consent solicitation, collectively, the “Debt Tender Offer”) (and in any event so as to accommodate Parent’s financing with respect to the Merger and the other transactions provided for herein) and Parent shall assist the Company in connection therewith. Promptly following the expiration date (as such date may be extended from time to time) of the consent solicitation, assuming the requisite consents are received, the Company shall execute, and shall use reasonable best efforts to cause the Trustee (as defined below) to execute, a supplemental indenture to the Indenture, dated June 3, 2009 (the “Indenture”), by and between the Company, the Subsidiary Guarantors party thereto (collectively, the “Issuers”) and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”), effectuating the amendments for which consents were obtained pursuant to the Debt Tender Offer, which supplemental indenture shall become effective immediately upon the later of (i) acceptance for purchase of Notes properly tendered and not properly withdrawn in the Debt Tender Offer and (ii) the Effective Time. The Company shall provide, and shall cause its Subsidiaries to, and shall use reasonable best efforts to cause their respective Representatives to, provide all cooperation reasonably requested by Parent in connection with the Debt Tender Offer (including engagement of a dealer manager and a depository agent with respect thereto, in each case reasonably acceptable to Parent, and delivery of any Officer’s Certificates and Opinions of Counsel (as such terms are defined in the Indenture) required under the Indenture). The Debt Tender Offer shall be conditioned on the occurrence of the Closing, and, without modifying the applicable obligations...
Debt Tender Offer. As soon as practicable after the execution of this Agreement and in any event prior to the Acceptance Time, the Company shall terminate the cash tender offer commenced by the Company on January 9, 2008 for up to $60,000,000 aggregate principal amount of its 7-7/8% Senior Notes due July 15, 2009. At any time prior to the earlier of the Effective Time and the date on which this Agreement is terminated pursuant to Section 8.1 or Section 8.2, without the prior written consent of Parent, the Company shall not commence any tender offer, repurchase, redemption or defeasance of, or take any action that would be reasonably likely to cause the acceleration of the payment of or give any Person the right to accelerate the payment of, any long-term indebtedness of the Company, including, without limitation, the Company’s 7-7/8% Senior Notes due July 15, 2009, 7-5/8% Debentures due October 15, 2017, and the Debentures (as defined below).
Debt Tender Offer. On the Closing Date, the Minimum Debt Tender Condition shall have been satisfied in full, and AMI shall have repurchased or redeemed all Existing Notes tendered (and not withdrawn) for repurchase or redemption by the holders thereof pursuant to the Debt Tender and Refinancing, and AMI 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 with proceeds of the Term Loans, the Cash on Hand and, if necessary, the Additional Equity Investment.
Debt Tender Offer. (a) As soon as practicable on or about December 22, 2006 (or such other time as may be decided by the Company and Parent), the Company shall launch a cash tender offer (the “Debt Tender Offer”) at least twenty business days prior to the Closing Date for at least 97% of the outstanding Senior Secured Notes due February 3, 2009 of the Company (the “Company Bonds”), on the terms and conditions set forth on Section 5.14 of the Company Disclosure Letter. Such Debt Tender Offer shall be conducted in accordance with all applicable rules and regulations of the SEC and other applicable Legal Requirements.
(b) Promptly after the date of this Agreement, the Company shall prepare all necessary and appropriate documentation in connection with the Debt Tender Offer, including the offer to purchase, letters of transmittal and other related documents (collectively, the “Offer Documents”), and such Offer Documents shall comply as to form and substance with applicable Legal Requirements, including but not limited to the requirements under the Exchange Act. Parent shall cooperate with the Company as, in the reasonable judgment of Parent, the Company or their respective counsel, may be necessary or appropriate for the preparation of the Offer Documents such that the Debt Tender Offer can commence at least twenty business days prior to the Closing Date. The Offer Documents shall be subject to the prior review and consent of Parent, which consent may not be unreasonably withheld.
Debt Tender Offer. 60 SECTION 5.1.5. Supplemental Indenture................................ 61 SECTION 5.1.6. Antitakeover Statutes................................. 61 SECTION 5.1.7. No Impediments to the Merger.......................... 61 -ii- Table of Contents (continued)
Debt Tender Offer. The withdrawal period under Debt Tender Offer shall have ended, the Company shall have accepted the tender of at least a majority in principal amount of the then outstanding Existing Senior Subordinated Notes and arrangements reasonably satisfactory to the Lead Arrangers shall have been made to redeem, refinance or repay all of the Existing Senior Subordinated Notes within 45 days after the Effective Date or such later period as the Lead Arrangers may agree.
Debt Tender Offer. There shall have been validly tendered and not withdrawn prior to the expiration date of the Debt Tender Offer at least a majority in principal amount of the Senior Notes outstanding and a majority in principal amount of the Senior Subordinated Debentures outstanding, supplemental indentures to the indentures governing the Senior Notes and Senior Subordinated Debentures shall have been duly executed and delivered by all necessary parties which contain the amendments to such indentures specified in the Offer to Purchase, and proceeds of Loans shall be irrevocably deposited (by the Company or by Comdata through an intercompany loan and/or capital contribution from the Company) with the depositary under the Debt Tender Offer in an amount sufficient to make payment for all Senior Notes and Senior Subordinated Debentures so tendered (including payment of principal, accrued interest, tender premium and consent premium), all in accordance with the Offer to Purchase, the governing indentures and all applicable Requirements of Law;
Debt Tender Offer. In the event that for any reason the Debt Tender Offer shall not close on the Closing Date, and all Notes tendered thereunder shall not have been purchased on the Closing Date, the Borrower shall not later than the next Business Day thereafter repay all amounts outstanding under the Term Loan, together with interest to the extent required by Section 2.06.
Debt Tender Offer. All conditions precedent to consummation of the Debt Tender Offer shall have been satisfied, all outstanding 11% Senior Notes (other than up to E20.0 million aggregate principal amount of 11% Senior Notes) shall have been tendered and not withdrawn and the Borrower shall have, concurrently with the closing on the Closing Date, accepted all such 11% Senior Notes tendered.
Debt Tender Offer. Leslie’s shall use its reasonable best efforts to consummate the tender offer for all of its outstanding 10 3/8% Senior Notes due 2008 commenced on December 23, 2004 (the “Debt Tender”).
