Exchange of Old Notes Sample Clauses

Exchange of Old Notes. (a) On the terms and subject to the conditions of this Agreement, each Holder hereby agrees to sell, transfer and deliver to the Issuer, and the Issuer hereby agrees to accept from each Holder, Old 3.625% Notes and/or Old 2.9375% Notes in the aggregate principal amount set forth opposite such Holder’s name with respect to each series on Schedule 1 hereto in exchange for notes (“New 3.625% Notes”) to be issued by the Issuer substantially in the form attached as Exhibit A hereto and notes (“New 2.9375% Notes” and, together with the New 3.625% Notes, the “New Notes”) to be issued by the Issuer substantially in the form attached as Exhibit B hereto, respectively, in each case in an aggregate principal amount equal to the aggregate principal amount of the applicable series of such Holder’s Old Notes. (b) Each Holder shall deliver to the Issuer, on a date (with respect to each Holder, a “Settlement Date”) to be agreed upon between the Issuer and such Holders (but in no event later than the end of the business day on the date of this Agreement), all of such Holder’s Old Notes by book-entry transfer in accordance with the Old Indenture and the procedures of The Depository Trust Company (“DTC”); provided that, in the event book-entry transfer through DTC is unavailable, such Holder shall deliver its Old Notes to the Issuer duly endorsed in blank, or accompanied by bond powers duly endorsed in blank, in proper form for transfer as promptly as practicable. For purposes of this Agreement, delivery by a Holder of such Holder’s Old Notes to the Issuer by book-entry transfer shall consist of the Trustee effecting a one-sided withdrawal of such Holder’s Old Notes via DTC’s DWAC system, and such Holder shall, on or prior to the Settlement Date with respect to such Holder, cause to be delivered to the Trustee a letter of instruction containing such information and bearing such signature guarantees as may be required by the Trustee in order for the Trustee to effect such one-sided withdrawal on such Settlement Date. Upon confirmation that the Holders are prepared to transfer each Holder’s Old Notes to the Issuer by book-entry delivery in accordance with the Old Indentures and the procedures of DTC (or, in the event book-entry transfer through DTC is unavailable, upon delivery as promptly as practicable by such Holder of such Holder’s Old Notes to the Issuer duly endorsed in blank, or accompanied by bond powers duly endorsed in blank, in proper form for transfer), the Issuer ...
Sample 1
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Exchange of Old Notes. The Company hereby issues and delivers the New Notes to each of the Holders in the principal amounts set forth opposite each such Holder's name on Schedule I hereto. The New Notes amend, restate, supersede and replace in their entirety the
Sample 1
Exchange of Old Notes. At the Initial Loan Closing, the Purchasers shall also deliver to the Company the Old Notes for exchange into New Notes. In exchange for the Old Notes, the Company shall issue to each Purchaser a New Note in the aggregate principal amount set forth on the Schedule of Purchasers, which amount equals the aggregate principal amount of the Old Notes held by the Purchaser plus the accrued and unpaid interest on the Old Notes held by the Purchaser calculated as of the Effective Date. Upon issuance of the New Notes, the Old Notes shall be cancelled on the records and books of the Company and shall be void. The Purchasers agree that aside from the issuance of the New Notes, they are not entitled to any other consideration in connection with the exchange of the Old Notes.
Sample 1
Exchange of Old Notes. At the Closing (as defined below), each Old --------------------- Note shall be exchanged for (i) an 8% Contingent Convertible Promissory Note in the face amount of $100,000,000 issued by PSC in the form of Exhibit A attached --------- hereto (individually, a "New Note" and collectively, the "New Notes") and (ii) a Contingent Common Stock Purchase Warrant granted by PSC in the form of Exhibit B --------- attached hereto (individually, a "Warrant" and collectively, the "Warrants"). Effective as of the Closing, the Sellers hereby release the Company from all obligations under the Old Notes.
Sample 1

Related to Exchange of Old Notes

  • Exchange of Notes A Noteholder may exchange Notes for other Notes of the same Class by surrendering the Notes to be exchanged at the office or agency of the Issuer maintained under Section 3.2. If the requirements of Section 8-401(a) of the UCC are met, the Issuer will execute, the Indenture Trustee will authenticate and the Noteholder will receive from the Indenture Trustee new Notes of the same Class, in the same principal amount.

  • Exchange of Talons On and after the Interest Payment Date on which the final Coupon comprised in any Coupon sheet matures, the Talon (if any) forming part of such Coupon sheet may be surrendered at the specified office of the Principal Paying Agent or any other Paying Agent in exchange for a further Coupon sheet including (if such further Coupon sheet does not include Coupons to (and including) the final date for the payment of interest due in respect of the Note to which it appertains) a further Talon, subject to the provisions of Condition 10.

  • Exchange of Warrants Upon the surrender by the Registered Holder, properly endorsed, to the Company at the principal office of the Company, the Company will, subject to the provisions of Section 4 hereof, issue and deliver to or upon the order of such Holder, at the Company's expense, a new Warrant or Warrants of like tenor, in the name of the Registered Holder or as the Registered Holder (upon payment by the Registered Holder of any applicable transfer taxes) may direct, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock (or other securities, cash and/or property) then issuable upon exercise of this Warrant.

  • Transfer and Exchange of Definitive Notes When Definitive Notes are presented to the Registrar with a request:

  • Transfer and Exchange of Definitive Notes for Beneficial Interests A Holder of a Definitive Note may exchange such Note for a beneficial interest in a Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Global Notes.

  • Transfer and Exchange of Definitive Notes for Beneficial Interests in Global Notes Transfers and exchanges of Definitive Notes for beneficial interests in the Global Notes also shall require compliance with either subparagraph (i), (ii) or (iii) below, as applicable:

  • Exchange of Traffic Notwithstanding references to VNXX traffic in this section 7, the parties recognize that the Oregon PUC currently prohibits VNXX arrangements, unless the Parties have implemented language in the Agreement consistent with Order No. 07-098. As such, the parties will not knowingly provide VNXX service in Oregon or knowingly aid the other party in providing VNXX service in Oregon. This section is subject to Section 2.2 of the agreement regarding changes to Existing Rules and Laws. CLEC may request an amendment to this Agreement to provide VNXX arrangements consistent with the implementation of Order No. 07-098.

  • Registration of Transfer and Exchange of Preferred Securities Certificates The Securities Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 5.08, a Securities Register in which, subject to such reasonable regulations as it may prescribe, the Securities Registrar shall provide for the registration of Preferred Securities Certificates and the Common Securities Certificates (subject to Section 5.10 in the case of the Common Securities Certificates) and registration of transfers and exchanges of Preferred Securities Certificates as herein provided. The Property Trustee shall be the initial Securities Registrar. Upon surrender for registration of transfer of any Preferred Securities Certificate at the office or agency maintained pursuant to Section 5.08, the Administrative Trustees shall execute, authenticate and deliver in the name of the designated transferee or transferees one or more new Preferred Securities Certificates in authorized denominations of a like aggregate Liquidation Amount dated the date of authentication by the Administrative Trustee or Trustees. The Securities Registrar shall not be required to register the transfer of any Preferred Securities that have been called for redemption. At the option of a Holder, Preferred Securities Certificates may be exchanged for other Preferred Securities Certificates in authorized denominations of the same class and of a like aggregate Liquidation Amount upon surrender of the Preferred Securities Certificates to be exchanged at the office or agency maintained pursuant to Section 5.08. Every Preferred Securities Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Trustees and the Securities Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Preferred Securities Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Securities Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Preferred Securities Certificates, but the Securities Registrar or the Administrative Trustees may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Preferred Securities Certificates.

  • Exchange of Warrant This Warrant is exchangeable, upon the surrender hereof by the Holder at the office or agency of the Company referred to in Section 15, for one or more new Warrants of like tenor representing in the aggregate the right to subscribe for and purchase the number of shares of Common Stock which may be subscribed for and purchased hereunder, each of such new Warrants to represent the right to subscribe for and purchase such number of shares as shall be designated by the Holder at the time of such surrender.

  • Exchange of the Warrant upon a Transfer On surrender of this Warrant (and a properly endorsed Assignment Form) for exchange, subject to the provisions of this Warrant with respect to compliance with the Securities Act and limitations on assignments and transfers, the Company shall issue to or on the order of the Holder a new warrant or warrants of like tenor, in the name of the Holder or as the Holder (on payment by the Holder of any applicable transfer taxes) may direct, for the number of shares issuable upon exercise hereof, and the Company shall register any such transfer upon the Warrant Register. This Warrant (and the securities issuable upon exercise of the rights under this Warrant) must be surrendered to the Company or its warrant or transfer agent, as applicable, as a condition precedent to the sale, pledge, hypothecation or other transfer of any interest in any of the securities represented hereby.

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