Exchange Offers. Prior to the First Closing, the Company intends to conduct exchange offers (the “Exchange Offers”) pursuant to which the Company will offer to exchange each share of the Non-Convertible Non-Cumulative Perpetual Preferred Stock, Series A (the “Series A Preferred Stock”) for Common Shares and each share of the Non-Convertible Non-Cumulative Perpetual Preferred Stock, Series B (the “Series B Preferred Stock”) for Common Shares, in each case on the terms set forth on Schedule II hereto.
Exchange Offers. Each of the Exchange Offers shall have been consummated in accordance with the conditions set forth in the Offering Memoranda. Each of the New Indentures shall have been executed by Emergent and the appropriate Indenture Trustee and the New Notes shall have been issued in exchange for the Notes.
Exchange Offers. As promptly as practicable after execution of this Agreement (and in any event by March 31, 2017), Emergent shall launch the Exchange Offers; provided, however, that Emergent shall not consummate the Exchange Offers or any of the transactions contemplated by the Offering Memoranda unless and until all of the conditions to the effectiveness thereof set forth herein and/or the Offering Memoranda and in the other Transaction Documents have been satisfied or will be satisfied or waived by the applicable Parties or, in the case of the Convertible Note Exchange Offer, Convertible Note Holders, including the Consenting Convertible Note Holders, that, in the aggregate, hold a majority of the aggregate principal amount of the outstanding Convertible Notes. PJC shall cause the Investor to make an offer to each Senior Note Holder to purchase from each Senior Note Holder who validly accepts and exchanges all of the Senior Notes held by such Senior Note Holder pursuant to the Senior Note Exchange Offer all of the New Senior Notes that will be issued to such Senior Note Holder on the Closing Date at a price equal to the face amount of each New Senior Note purchased in accordance with the terms of the Note Purchase Agreement.
Exchange Offers. Upon the occurrence of the Exchange Offers in accordance with the Registration Rights Agreement, the Issuer will issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof and any other documents that may be required under this Indenture, the Trustee will authenticate:
(1) one or more Unrestricted Global Notes for each series of Notes in aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes for such series accepted for exchange in the Exchange Offers by Persons that certify in the applicable Letters of Transmittal that (A) they are not Broker-Dealers, (B) they are not participating in a distribution of the Exchange Notes and (C) they are not affiliates (as defined in Rule 144) of the Issuer; and
(2) Unrestricted Definitive Notes for each series of Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes for such series accepted for exchange in the Exchange Offers by Persons that certify in the applicable Letters of Transmittal that (A) they are not Broker-Dealers, (B) they are not participating in a distribution of the Exchange Notes and (C) they are not affiliates (as defined in Rule 144) of the Issuer. Concurrently with the issuance of such Notes, the Trustee will cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and will cause the aggregate principal amount of the Unrestricted Global Notes to be increased accordingly, and the Issuer will execute and the Trustee will authenticate and deliver to the Persons designated by the Holders of Definitive Notes so accepted Unrestricted Definitive Notes in the appropriate principal amount.
Exchange Offers. As soon as practicable following May 23, 2010, the Company shall prepare and file with the SEC the Schedule TO covering the Exchange Offers. The Company shall use reasonable best efforts to have the Schedule TO cleared by the SEC. The Company shall, as promptly as practicable after receipt thereof, provide each of the Anchor Investors copies of any written comments and advise the Anchor Investors of any oral comments with respect to the Schedule TO received from the SEC. The Company shall provide each Anchor Investor with a reasonable opportunity to review and comment on the Schedule TO, and any amendment thereto, prior to filing with the SEC, and will provide the Anchor Investors with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment to the Schedule TO shall be made without the approval of each Anchor Investor, which approval shall not be unreasonably withheld or delayed. The Company shall use its reasonable best efforts to take any action required to be taken under any applicable state securities laws in connection with the Exchange Offers. The Company shall advise the Anchor Investors, promptly after it receives notice thereof, of the time when the Exchange Offer has become effective, the issuance of any stop order, the suspension of the qualification of the Common Stock issuable pursuant to the Exchange Offers for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Schedule TO. The Company shall not pay or give, directly or indirectly, any commission or other remuneration to any Person for soliciting the acquisition of the Series A Preferred Stock and Series B Preferred Stock or the exchange as contemplated pursuant to the Exchange Offers. The Board of Directors shall unanimously recommend to the holders of the Series A Preferred Stock and the Series B Preferred Stock that such stockholders tender their shares of Series A Preferred Stock and Series B Preferred Stock into the Exchange Offers.
Exchange Offers. Execute orders under any offer of exchange offered by the Company involving concurrent purchases and redemptions of Shares of one or more Funds or Shares of other mutual funds within the USAA family of funds.
Exchange Offers. As soon as practicable following May 23, 2010, the Company shall prepare and file with the SEC a Schedule TO covering the Exchange Offers. The Company shall use reasonable best efforts to have the Schedule TO cleared by the SEC. The Company shall use its reasonable best efforts to take any action required to be taken under any applicable state securities laws in connection with the Exchange Offers. The Company shall advise the Purchasers, promptly after it receives notice thereof, of the time when the Exchange Offer has become effective, the issuance of any stop order, the suspension of the qualification of the Common Stock issuable pursuant to the Exchange Offers for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Schedule TO. The Company shall not pay or give, directly or indirectly, any commission or other remuneration to any Person for soliciting the acquisition of the Series A Preferred Stock and Series B Preferred Stock or the exchange as contemplated pursuant to the Exchange Offers. The Board of Directors shall unanimously recommend to the holders of the Series A Preferred Stock and the Series B Preferred Stock that such stockholders tender their shares of Series A Preferred Stock and Series B Preferred Stock into the Exchange Offers.
Exchange Offers. The Collateral Manager may, on behalf of the Issuer, instruct the Trustee pursuant to an Issuer Order to, and the Trustee shall, take any of the following actions with respect to a Collateral Debt Security or Equity Security as to which an exchange offer has been made: (i) exchange such instrument for other securities or a mixture of securities and other consideration pursuant to such exchange offer (and in making a determination whether or not to exchange any security, none of the restrictions set forth in Section 12 shall be applicable); and (ii) give consent, grant waiver, vote or exercise any or all other rights or remedies with respect to any such Collateral Debt Security or Equity Security.
Exchange Offers. Neither the General Partner nor its Affiliates will make or cause to be made any offer to a Unit Holder to exchange such Unit Holder's Units for a security unless:
(a) such offer is made after the expiration of two years after such Partnership commenced operations;
(b) such offer is made to all Unit Holders;
(c) such offer is on a basis no more advantageous to the General Partner, exchange offeror or underwriter of the offer and their respective affiliates, than to Unit Holders, provided, however, that the foregoing clause shall not prohibit, if permitted under applicable state and self-regulatory organization guidelines: (i) compensation (including the issuance of securities) to such persons in exchange for such persons' other balance sheet assets (non-Partnership interests) for inclusion of the General Partner in the exchange offer or tender of other balance sheet assets of the General Partner, underwriter or their affiliates, based upon exchange valuation principles consistent with these guidelines; (ii) compensation to an underwriter for services in connection with the offer provided, however, that no compensation shall be payable to an underwriter for the tender of interests by the exchange offeror, its affiliates or the underwriter; and(iii) compensation that may be permitted under subparagraph (g) below;
(d) payments for services rendered by any Person in connection with the exchange are fully supportable, actual and necessary;
(e) in computing the exchange ratio, the value of reserves used is supported by an appraisal prepared by an independent petroleum consultant as of the most current feasible date, and the value of all other material balance sheet assets, including undeveloped acreage, is at fair market value as determined by an independent qualified appraiser;
(f) the offer is made pursuant to all registration requirements under both federal and state laws;
(g) if the exchange offeror is a corporation, the offer is made in compliance with applicable NASAA Guidelines for corporate securities and may not allow a security with different rights and privileges to be issued to the General Partner or its Affiliates unless there is justification therefor;
(h) the offer does not allow for an accelerated reversionary interest to the General Partner without regard to the existing payout provisions;
(i) additional shares or units to be issued pursuant to future reevaluation of properties include reevaluation of similar properties held by Unit Holders;
(j)...
Exchange Offers. Neither the General Partner nor its Affiliates will make or cause to be made any offer to a Unit Holder to exchange his Units for a security unless:
(a) such offer is made after the expiration of two years after the Partnership commenced operations;
(b) such offer is made to all Unit Holders;
