Exchange of Existing Notes. Subject to the terms and conditions contained herein, the Company agrees to issue and sell to each Existing Noteholder that elects to surrender his or its Existing Notes a Note in the principal amount of such Existing Noteholder’s Existing Note Amount. At each Closing, the Company shall deliver to the Existing Noteholder participating in such Closing a Note upon surrender of the Existing Notes to the Company, which Existing Notes shall be cancelled by the Company, terminate and have no further force or effect. The Company (including any successor of the Company) shall not have any obligation or liability, including, without limitation, for the payment of any outstanding principal, accrued interest or fees, to the Existing Noteholder in connection with the Existing Notes.
Exchange of Existing Notes. Upon the delivery by the Existing Investors to the Company of all the outstanding principal amount of the Existing Notes in exchange for an equal principal amount of Notes, the Existing Purchase Agreement shall automatically be deemed terminated and the parties thereto shall be released from their obligations thereunder; provided, that this Section 11.1 shall not apply in the event the Closing does not take place. [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed.
Exchange of Existing Notes. In your capacity as Exchange Agent, you will receive tenders of Existing Notes. Subject to the terms and conditions of this Agreement and having received from the Company written confirmation that all of the conditions to the Exchange Offer have been satisfied or waived, you are authorized to accept such tenders of Existing Notes in accordance with the terms of the Statement and the Letter of Transmittal, and to act in accordance with the following instructions:
(a) You shall send to the registered holders of the Existing Notes and the DTC a copy of the Statement in the form furnished by the Company to commence the Exchange Offer and take such other action as may from time to time be reasonably requested by the Company or its counsel to furnish copies of the Statement or such other forms as may be approved from time to time by the Company to the registered holders of the Notes and the DTC and comply with telephone requests for information relating to the Exchange Offer, provided that such information shall relate only to the procedures for accepting (or withdrawing from) the Exchange Offer. The Company will furnish you with copies of such documents as you may reasonably request. All other requests for information relating to the Exchange Offer shall be directed to the Company as follows:
A. M. Castle & Co. Xxxxxx X. Xxxxxx Senior Vice President, General Counsel, Secretary 0000 Xxxxxxxxxx Xxxx, Xxxxx 000 Xxx Xxxxx, XX 00000 Telephone: +0.000.000.0000 Email: xxxxxxx@xxxxxxxx.xxx
(b) In the case of book-entry transfer, the Automated Tender Offer Program (“ATOP”) of the Book-Entry Transfer Facility (as defined below) shall be used for the delivery of the Existing Notes. You shall instruct the Book-Entry Transfer Facility to establish a book-entry account with respect to the Existing Notes at the Book-Entry Transfer Facility for purposes of the Exchange Offer as promptly as practicable after the date of the distribution of the Statement, and any financial institution that is a participant in the Book-Entry Transfer Facility’s systems may make book-entry delivery of the Existing Notes by causing the Book-Entry Transfer Facility to transfer such Existing Notes into your account in accordance with the Book-Entry Transfer Facility’s procedure for such transfer.
(a) Tenders of Existing Notes may be made only as set forth in the section of the Statement entitled “General Terms of the Exchange Offer and Consent Solicitation – Procedures for Tendering Old Notes” and as...
Exchange of Existing Notes. Each Lender agrees to surrender on the Initial Restructuring Funding Date to the Borrower the promissory notes issued to it under the Original Construction Loan Agreement and in exchange for the cancellation of such promissory notes (without extinguishing the indebtedness evidenced thereby) Borrower shall issue to each Lender on the Initial Restructuring Funding Date the Notes set forth on Schedule D. As of the Initial Restructuring Funding Date (and after giving effect to the making of the Initial Restructuring Loan), the principal amount outstanding under each Note held by the Lenders is set forth on Schedule D. As of the Initial Restructuring Funding Date, all promissory notes issued under the Original Construction Loan Agreement are deemed cancelled as of such date.
Exchange of Existing Notes. Each of the Existing Notes shall have been exchanged for Notes and the liens securing such Indebtedness shall have been assigned to MVP as Agent hereunder.
Exchange of Existing Notes. The Company hereby agrees to deliver to you and you hereby agree to accept from the Company, in accordance with the provisions hereof, the aggregate principal amount of Notes indicated below your name on Schedule A in exchange for one or more Existing Notes having an aggregate outstanding principal balance, at the time of such exchange, equal to the principal amount of Existing Notes indicated below your name in Schedule A. The Company hereby further agrees to issue in consideration of your exchange of Existing Notes, in accordance with the provisions hereof, the aggregate number of Warrants set forth below your name on Schedule A. The Company acknowledges and agrees that the aggregate principal amount of the Notes on the Closing Date represents a restructuring of amounts owed to the Purchasers pursuant to the Existing Note Agreements. No Purchasers shall be required to make any advance of funds to the Company on account of the Notes.
Exchange of Existing Notes. Subject to satisfaction (or waiver) of the conditions set forth in Sections 5 and 6 below, at the closing contemplated by this Agreement (the “Closing”), the Investor shall surrender to the Company its Existing Notes and the Company shall issue and deliver to the Investor (i) the Second Amended and Restated Convertible Notes in the principal amount set forth opposite the Investor’s name in column (3) on the Securities Schedule, (ii) the Amended and Restated Bridge Notes in the principal amount set forth opposite the Investor’s name in column (4) on the Securities Schedule attached hereto and (iii) the Forbearance Warrants to acquire that number of Forbearance Warrant Shares as is set forth opposite the Investor’s name in column (5) on the Securities Schedule. The Second Amended and Restated Convertible Notes, the Amended and Restated Bridge Notes and the Forbearance Warrants shall be issued to the Investor without any restrictive legends.
Exchange of Existing Notes. Subject to the terms and --------------------------- conditions set forth in this Agreement, Noteholder hereby agrees to exchange (the "Exchange") at the Closing (as hereinafter defined) all of -------- the principal amount of Existing Notes held the Noteholder set forth opposite his name on the signature pages hereto for (a) cash in an amount equal to 50% of the principal amount of the Existing Notes exchanged and (b) New Notes in an amount equal to 25% of the principal amount of the Existing Notes exchanged. The Existing Notes exchanged will be cancelled effective upon the Company's receipt of the Existing Notes pursuant to the Exchange.
Exchange of Existing Notes. Subject to the terms and conditions hereof and in reliance on the representations and warranties of the Company contained herein, the Purchaser agrees to exchange the entire aggregate principal amount and accrued interest and penalties thereon of the 9.00% Senior Subordinated Notes of the Company and the associated Common Stock Purchase Warrants of the Company for the Preferred Shares (the “Exchange Transactions”). Prior to delivery of the Preferred Shares, Purchaser agrees to deliver a certificate containing certain investment representations and warranties substantially in the form set out in Exhibit C to this Agreement (the “Purchaser Certificate”).
Exchange of Existing Notes. You shall have received, in exchange for the Existing Notes, one or more Amended Notes in the form of Exhibit 1.2 hereto, dated the Effective Date, in the aggregate principal amount of Fifteen Million Dollars ($15,000,000), duly executed by the Company.
