Debt Tender Offers. (a) The Company shall, and shall cause the Company Subsidiaries to, use their respective commercially reasonable efforts to commence, promptly after the receipt of a written request from Parent to do so, tender offers, and related consent solicitations with respect to, all of the $200 million aggregate principal amount of 9.125% Senior Secured Second-Priority Notes due 2018 (the “Notes”) on the terms and conditions, including pricing terms specified by Parent (collectively, the “Debt Offers”), and Parent shall assist the Company in connection therewith. Notwithstanding the foregoing, the closing of the Debt Offers shall be conditioned on the completion of the Merger and the Debt Offers shall otherwise be consummated in compliance with applicable Laws and SEC rules and regulations. The Company shall use its commercially reasonable efforts to provide, and to cause the Company Subsidiaries and the Company Representatives to provide, cooperation reasonably requested by Parent in connection with the Debt Offers, including preparation of all necessary documentation. With respect to any series of Notes, if requested by Parent in writing, in lieu of commencing a Debt Offer for such series (or in addition thereto), the Company shall use its commercially reasonable efforts to, to the extent permitted by the indenture and officers’ certificates or supplemental indentures governing such series of Notes (i) issue a notice of optional redemption for all of the outstanding principal amount of Notes of such series pursuant to the requisite provisions of the indenture and officer’s certificate or supplemental indenture governing such series of Notes and (ii) take actions reasonably requested by Parent that are reasonably necessary for the satisfaction and/or discharge and/or defeasance of such series pursuant to the applicable provisions of the indenture and officer’s certificate or supplemental indenture governing such series of Notes, and shall redeem or satisfy and/or discharge and/or defease, as applicable, such series in accordance with the terms of the indenture and officer’s certificate or supplemental indenture governing such series of Notes at the Effective Time; provided, that no action described in clause (i) or (ii) shall be required to be taken unless it can be conditioned on the occurrence of the Appointment Time and provided Parent shall have, or shall have cause to be, deposited with the applicable trustees under the indentures sufficient funds to effect su...
Debt Tender Offers. (i) As soon as reasonably practicable after the receipt of any written request by Parent to do so, the Company shall use its reasonable best efforts to commence offers to purchase and consent solicitations with respect to all of the outstanding aggregate amount and all other amounts due of those series of the Company’s debt securities listed in Item 7.11(d)(i) of the Company Letter (the “Notes”), on such terms and conditions as may be agreed upon by Parent and the Company (including in each case the related consent solicitation, each a “Debt Tender Offer” and collectively, the “Debt Tender Offers”) and Parent shall assist the Company in connection therewith; provided that (A) the Company shall have received from Parent the completed Offer Documents which shall be in form and substance reasonably satisfactory to the Company and its counsel, and (B) Company’s counsel shall provide all legal opinions required in connection with this Section 7.11(d) other than with respect to such matters set forth on Item 7.11(d)(ii) of the Company Letter. Notwithstanding the foregoing, the closing of the Debt Tender Offers shall be conditioned on the receipt of requisite consents to amend the indentures relating to the Notes, the occurrence of the Closing and such other conditions agreed upon by Parent and the Company, and the parties shall use their reasonable best efforts to cause the Debt Tender Offers to close on the Closing Date and the Company shall not be required to commence any Debt Tender Offer until after the No-Shop Period Start Date. Subject to the preceding sentence, the Company shall provide, and shall cause its Subsidiaries to, and shall use its reasonable best efforts to cause their respective Representatives to, provide all cooperation reasonably requested by Parent in connection with the Debt Tender Offers. The Company shall waive any of the conditions to the Debt Tender Offers (other than the occurrence of the Closing) as may be reasonably requested by Parent in writing and shall not, without the written consent of Parent, waive any condition to the Debt Tender Offers or make any changes to the Debt Tender Offers other than as agreed between Parent and the Company. The Company need not make any change to the terms and conditions of the Debt Tender Offers without the Company’s prior written consent, which shall not be unreasonably withheld, provided that such consent shall not be required for (A) any increase in any consideration payable in the Debt Tender...
Debt Tender Offers. (a) Following the Company Stockholder Meeting, upon the request of Parent (which shall be made no earlier than a reasonable period of time prior to commencement of the Marketing Period), the Company shall promptly commence offers to purchase and related consent solicitations on such terms and conditions as are reasonably acceptable to Parent and the Company (including the related consent solicitations, collectively, the “Debt Tender Offers”) with respect to all of the outstanding aggregate principal amount of the Company’s (i) 6% Senior Notes due 2012 (the “6% Notes”), issued pursuant to the Indenture, dated as of March 17, 2004 (the “6% Notes Indenture”), between the Company and Law Debenture Trust Company of New York, as trustee, (ii) 6 ½% Senior Subordinated Notes due 2014 (the “6 ½% Notes”), issued pursuant to the Indenture, dated as of January 29, 2004 (the “6 ½% Notes Indenture”), between the Company and Law Debenture Trust Company of New York, as trustee, (iii) 6 ⅞% Senior Subordinated Notes due 2016 (the “6 ⅞% Notes”), issued pursuant to the Indenture, dated as of February 27, 2004 (the “6 ⅞% Notes Indenture”), between the Company and Law Debenture Trust Company of New York, as trustee, (iv) 6 ⅝% Senior Subordinated Notes due 2018 (the “6 ⅝% Notes”), issued pursuant to the Indenture, dated as of March 13, 2006 (the “6 ⅝% Notes Indenture”), between the Company and Law Debenture Trust Company of New York, as trustee, (v) 7 ¾% Senior Subordinated Notes due 2016 (the “7 ¾% Notes”, and, together with the 6% Notes, the 6 ½% Notes, the 6 ⅞% Notes and the 6 ⅝% Notes, the “Notes”), issued pursuant to the Base Indenture, dated as of August 1, 2006, and a First Supplemental Indenture, dated as of August 15, 2006 (collectively, the “7 ¾% Notes Indenture”, and, together with the 6% Notes Indenture, the 6 ½% Notes Indenture, the 6 ⅞% Notes Indenture and the 6 ⅝% Notes Indenture, the “Indentures”), between the Company and Law Debenture Trust Company of New York, as trustee. Parent shall assist the Company in connection with the foregoing. Promptly following the expiration date of the consent solicitations, assuming the requisite consents are received, the Company shall execute supplemental indentures to the Indentures reflecting the amendments to such Indentures consented to in the Debt Tender Offers, which supplemental indentures shall become operative concurrently with the Effective Time, and shall use commercially reasonable efforts to cause the trustees under...
Debt Tender Offers. Section 6.16.1 As soon as reasonably practicable after the receipt of any written request by Parent to do so, the Company shall use its reasonable best efforts to commence offers to purchase and consent solicitations with respect to all of the outstanding aggregate amount and all other amounts due of those series of the Company’s debt securities listed in Section 6.16.1 of the Company Disclosure Schedule (the “Notes”), on such terms and conditions as may be agreed upon by Parent and the Company (including in each case the related consent solicitation, each a “Debt Tender Offer” and collectively, the “Debt Tender Offers”) and Parent shall assist the Company in connection therewith; provided that (i) the Company shall have received from Parent the completed Offer Documents which shall be in form and substance reasonably satisfactory to the Company and its counsel, and (ii) the Company shall use its reasonable best efforts to cause the Company’s counsel to deliver all legal opinions required in connection with this Section 6.16.1. Notwithstanding the foregoing, the closing of the Debt Tender Offers shall be conditioned on the receipt of requisite consents to amend the documents relating to the Notes, the occurrence of the Closing and such other conditions agreed upon by Parent and the Company, and the parties shall use their reasonable best efforts to cause the Debt Tender Offers to close on the Closing Date. Subject to the preceding sentence, the Company shall provide, and shall cause the Company Subsidiaries to, and shall use its reasonable best efforts to cause their respective Representatives to, provide all cooperation reasonably requested by Parent in connection with the Debt Tender Offers. The Company shall waive any of the conditions to the Debt Tender Offers (other than the occurrence of the Closing) as may be reasonably requested by Parent in writing and shall not, without the written consent of Parent, waive any condition to the Debt Tender Offers or make any changes to the Debt Tender Offers other than as agreed between Parent and the Company.
Debt Tender Offers. (a) Promptly following the date hereof Holding and the Corporation shall commence debt tender offers and consent solicitations (the "DEBT TENDER OFFERS") for all of the Corporation's outstanding 11% Notes and 12.25% Notes and all of Holding's outstanding 12.5% Notes on the terms and conditions set forth on Schedule 3.4(a), pursuant to which Holding will seek to purchase, at the Closing, not less than a majority of the aggregate principal amount of the 12.5% Notes outstanding as of the Closing Date and the Corporation will seek to purchase, at the Closing, not less than a
Debt Tender Offers. Not less than a majority of each series of Public Bonds shall have been tendered and accepted for payment by Holding or the Corporation, as applicable, and the Indenture Amendments specified on Schedule 3.4(a) shall have been approved and have become effective.
Debt Tender Offers. As soon as reasonably practicable after the No-Shop Period Start Date, the Company shall, and with respect to the 6 ¾% Notes shall cause Kxxxxxx International North America, Inc. (“KINA”) to, commence offers to purchase and related consent solicitations with respect to all of the outstanding aggregate principal amount of the Company’s and KINA’s 6 ¾% Senior Subordinated Notes due 2015 (the “6 ¾% Notes” and, together with the Convertible Notes, the “Notes”) and the Convertible Notes on such terms and conditions as are reasonably acceptable to Parent and the Company (including the related consent solicitations, collectively, the “Debt Tender Offers”) and Parent shall assist the Company in connection therewith. Promptly following the expiration date of the consent solicitations, assuming the requisite consents are received, the Company shall execute supplemental indentures to (i) the Indenture, dated as of September 22, 2005, among the Company, the
Debt Tender Offers. 6.05 DGCL.............................................................. 1.01
Debt Tender Offers. (a) As soon as reasonably practicable after the date of this Agreement, but subject to the compliance by Parent of its obligation in the first sentence of Section 7.13(b) below, the Company shall launch a tender offer and Consent Solicitation (the "Company Debt Tender Offer") for all of the outstanding Senior Floating Rate PIK Notes due 2011 of the Company (the "PIK Notes") and Activant Solutions, Inc. ("Activant") shall launch tender offers and Consent Solicitations (the "Activant Debt Tender Offers" and collectively with the Company Debt Tender Offer, the "Debt Tender Offers") for all of the outstanding 10-1/2% Senior Notes due 2011 of Activant (the "Fixed Notes") and all of the outstanding Floating Rate Senior Notes due 2010 of Activant (the "Floating Notes" and, together with the Fixed Notes and the PIK Notes, the "Tender Offer Notes"), on the terms set forth on Schedule 7.13, and Parent and Merger Sub shall assist the Company and Activant in connection therewith.
Debt Tender Offers. The Debt Tender Offers have been consummated in a manner effective to remove the “Indenture Restrictions” (as defined in the Original Credit Agreement) under the 2001 Global Indentures and the 2003 Global Indentures, and such Indenture Restrictions have been so removed.
