Exchange of the Notes. In addition to the circumstances set forth in Clause (2) of the last paragraph of Section 305 of the Original Indenture, and subject to the arrangements then existing between the Company and the applicable Depositary, the Company may at any time, in its sole discretion, elect to have any Global Note exchanged in whole or in part for Notes of the same series registered in the name or names of Persons other than such Depositary or a nominee thereof.
Exchange of the Notes. Subject to the terms and conditions set forth in this Agreement, each Holder hereby agrees to exchange at the Closing (the “Exchange”) its Notes for such number of Shares as set forth on Exhibit A. The Notes exchanged pursuant to this Agreement shall be cancelled.
Exchange of the Notes. Subject to the satisfaction of the conditions set forth in Section 7 below, on the Closing Date (as defined below), the Holder shall deliver to Xxxxx Fargo Bank, N. A., as trustee, at Sixth and Marquette, X0000-000 Xxxxxxxxxxx, Xxxxxxxxx 00000, Attention: Xxxxxx Xxxxx, Corporate Trust Services, the certificate(s) representing the Notes duly endorsed for transfer and assignment (the "Transfer") to the Company or its order (in a form satisfactory to the Company) for exchange into the Common Stock in accordance with the terms hereof.
Exchange of the Notes. Concurrently herewith, the Company will issue and cause to be authenticated, in accordance with the terms of the Indenture, Replacement Notes in the form set forth in Sections 2.02 and 2.03 of the Indenture. The Replacement Notes shall be issued, in exchange for the Notes surrendered by the Purchasers, in principal amounts equal to the respective principal amounts of the Notes so surrendered by each Purchaser. To receive Replacement Notes, each Purchaser shall surrender all of its Notes. The Replacement Notes will be issued in the form of one or more Global Notes (as defined in the Indenture) authenticated by the Trustee as of November 13, 2003 and registered in the name of the Depository Trust Company, as the Depositary (“DTC”), or its nominee, and deposited with the Trustee, as custodian for DTC, for credit by DTC to the respective accounts of the beneficial owners of the Replacement Notes represented thereby. From and after the date of surrender, the Notes shall cease to bear interest and shall cease to be outstanding for any purpose.
Exchange of the Notes. Upon the terms and subject to the conditions of this Agreement, the Holder agrees to surrender and deliver the 2019 Note to the Company for cancellation in exchange for the New Note in the aggregate principal amount equal to the total outstanding unpaid principal amount of the 2019 Note together with any interest accrued but unpaid thereon, immediately prior to the Closing Date (the “Outstanding Amount”). At the Closing (as defined below), the New Note issued in exchange for the cancellation of the 2019 Note shall be deemed the full and final consideration for the cancellation of such 2019 Note, and notwithstanding anything to the contrary contained in the 2019 Note or otherwise, the Company and Holder hereby agree that upon the Closing: (i) the Company’s obligations under the 2019 Note, including related contractual obligations, shall be deemed fully paid and satisfied and (ii) the 2019 Note shall automatically terminate and have no further force and effect.
Exchange of the Notes. The Trustee is authorized to exchange the original certificates dated July 22, 2004 evidencing the Notes for the duly executed and authenticated certificates evidencing the amended terms of the Notes. Upon such exchange, the Trustee shall promptly cancel and dispose of such original Notes in accordance with Section 2.10 of the Indenture. Failure to exchange such original Notes for such amended Notes in accordance with this Section will not impair the validity of or otherwise affect the Notes, as amended.
Exchange of the Notes. (a) Subject to the satisfaction (or waiver) of the conditions set forth in Sections 5 and Section 6, on the Closing Date (as defined below), Hutchinson Technology and Liberty Harbor shall exchange (the “Exchange”) (i) $7,500,000 aggregate principal amount of the Exchanged Notes for 2,500,000 New Shares and (ii) $7,500,000 aggregate principal amount of the Exchanged Notes for warrants, in substantially the form of Exhibit A attached hereto (the “Warrants”), exercisable for an aggregate of 2,500,000 New Shares (the “Warrant New Shares”).
(b) At the Closing (as defined below), (i) Hutchinson Technology shall (A) deliver, or direct Xxxxx Fargo Bank, N.A., the transfer agent for the Common Stock to deliver, to Liberty Harbor 2,500,000 New Shares in accordance with the instructions set forth in Schedule I attached hereto, (B) deliver to Liberty Harbor the Warrants exercisable for the Warrant New Shares in accordance with the instructions set forth in Schedule I attached hereto, and (C) deliver to Liberty Harbor cash representing all accrued but unpaid interest in respect of all ($15,000,000) the Exchanged Notes as of the Closing Date by wire transfer of immediately available funds in accordance with the instructions set forth in Schedule I attached hereto (ii) Liberty Harbor shall surrender the note certificate which includes the Exchanged Notes to Hutchinson Technology for cancellation in accordance with the instructions set forth in Schedule I attached hereto and (iii) Hutchinson Technology shall deliver to Liberty Harbor a replacement note, in accordance with the instructions set forth in Schedule I attached hereto, in the name of Liberty Harbor that is identical to the note certificate surrendered which included the Exchanged Notes, but in an aggregate principal amount equal to the difference between (1) the aggregate principal amount immediate prior to the Exchange which included the Exchanged Notes and (2) $15,000,000.
(c) The closing of the Exchange (the “Closing”) shall take place concurrently with the closing of the New Notes (as defined below), currently contemplated to occur on the third Business Day following the date hereof, or such other date as the parties to this Agreement may agree in writing (the “Closing Date”).
(d) Upon the Closing, the Exchanged Notes shall be deemed surrendered by Liberty Harbor, and Hutchinson Technology shall, subject to Section 1(b)(ii), cause such notes to be cancelled and, the aggregate principal amount of Hutchinson T...
Exchange of the Notes. Subject to the terms and conditions of this Agreement, at the Closing, occurring simultaneously with the execution of this Agreement, the Company is issuing to (i) the SLA Purchaser $450,000,000 aggregate principal amount of Notes and in exchange the SLA Purchaser is surrendering for cancellation $450,000,000 aggregate principal amount of the Company’s 2.95% Convertible Notes due 2024 and (ii) the Sargas Purchaser $150,000,000 aggregate principal amount of Notes, and in exchange the Sargas Purchaser is surrendering for cancellation $150,000,000 aggregate principal amount of the Company’s 2.95% Convertible Notes due 2024.
Exchange of the Notes. (a) On the terms and subject to the conditions of this Exchange Agreement, the Company hereby agrees to sell, transfer and deliver to the Holder, and the Holder agrees to accept from the Company, New Notes and the Interest Payment in exchange for Old Notes. The principal amount of New Notes set forth on Appendix A and the Interest Payment calculated as set forth on Appendix A will be exchanged for the principal amount of Old Notes set forth on Appendix A.
(b) On a date to be agreed upon between the Company and the Holder (but in no event later than the fourth (4th) business day after the date of this Exchange Agreement) (the “Settlement Date”), the Holder will deliver the Old Notes in accordance with the Old Notes Indenture (defined below) for the transfer of securities and the Deposit/Withdrawal at Custodian (“DWAC”) procedures of The Depository Trust Company (“DTC”) free and clear of any liens, claims, encumbrances, security interests, options, charges and restrictions of any kind (other than those arising from acts of the Company or its affiliates). Upon receipt of the Old Notes as transferred through the DWAC procedures of DTC, the Company shall issue New Notes and make the Interest Payment to the Holder in accordance with the New Notes Indenture and the DWAC procedures of DTC free and clear of any liens, claims, encumbrances, security interests, options, charges and restrictions of any kind (other than those arising from acts of the Holder or its affiliates).
Exchange of the Notes. Subject to the terms and conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements herein contained, the Seller does hereby issue and convey to the Purchaser on the Closing Date, and the Purchaser hereby acquires and accepts from the Seller on the Closing Date, the A Note and the B Note (collectively, the "New Notes," and the amount evidenced thereby, the "Loan").
