Exchangeable Notes. Prior to the Closing Date, the Company shall, or shall cause Aleris International, Inc. to, (i) issue a notice of conditional redemption for all of the outstanding aggregate principal amount of the Exchangeable Notes (other than such notes that are surrendered for exchange prior to the Closing), pursuant to the Exchangeable Notes Indenture, (ii) issue all notices required to be issued by the Exchangeable Notes Indenture in connection with the consummation of the Merger relating to the exchange of the Exchangeable Notes for shares of Common Stock prior to the Closing, and (iii) take all actions necessary for the satisfaction and discharge, as applicable, of the Exchangeable Notes and the Exchangeable Notes Indenture, pursuant to the Exchangeable Notes Indenture, effective as of the Closing Date.
Exchangeable Notes the Floating Rate Unsecured Loan Notes issued by the U.S. Borrower pursuant to the 2010 Note Instrument, as each may be amended, restated or modified from time to time; provided, that any such amendment, restatement or modification shall not require payments of cash by the U.S. Borrower in excess of those required as of the Closing Date (or any amortization or any shortening of maturity) or provide that such notes may be converted into anything other than common equity interests in the U.S. Borrower.
Exchangeable Notes. As promptly as practicable following the public announcement of the transactions contemplated by this Agreement, ARP OP shall provide the notice required to be delivered to the Notes Trustee and the holders of Exchangeable Notes pursuant to Section 13.01(b)(iv) of the Notes Indenture. AMH shall use its reasonable best efforts to take all action necessary (i) to execute with the Notes Trustee (as defined below) the supplemental indenture required by Section 13.05 of the Notes Indenture (as defined below) in respect of the Mergers and (ii) to deliver to the Notes Trustee the officer’s certificate and the opinion of counsel required by Section 10.01 of the Notes Indenture in respect of the Mergers. Notwithstanding anything to the contrary contained herein or in the Notes Indenture, in no event will AMH issue more than 19.99% of the outstanding shares of AMH Common Shares as of immediately prior to the Closing (which equates to approximately 52,448,199 shares as of the date hereof, subject to adjustment in the event of stock splits or combinations) in connection with the Mergers as contemplated by Article III hereunder together with any exchange of the Exchangeable Notes pursuant to the Notes Indenture (whether occurring at or after the Closing), unless or until such time as AMH shall have obtained shareholder approval to issue shares in excess of such amount in accordance with the NYSE Listed Company Manual. For the avoidance of doubt, AMH shall have no duty, obligation or commitment to seek shareholder approval to issue shares in excess of such amount. If any such exchange of the Exchangeable Notes would result in the issuance of more than such number of shares of AMH Common Stock and no shareholder approval has been obtained, such exchanges shall be settled in cash (along with any other exchanges required to be settled in a similar fashion pursuant to the Notes Indenture).
Exchangeable Notes. Subject to satisfaction or waiver of the conditions to Closing set forth in Section 7, (a) the Acquisition Vehicle shall on the Closing Date issue the Exchangeable Notes to the Investors, and (b) the Investors shall subscribe for the Exchangeable Notes in the aggregate principal amount of the Acquisition Consideration less the Founder's Contribution (the "Principal Amount") on the Closing Date in accordance with Section 2.2.
Exchangeable Notes. The issuer may issue Exchangeable Notes pursuant to the Series Supplement. The Exchangeable Notes are not separate legal obligations of the Issuer but are Notes issued by the Issuer which represent a combination (as described in the Series Supplement) of Classes of Exchange Notes with the payment, voting and consent rights and obligations of such Exchange Notes. The characteristics of the Exchangeable Notes will generally reflect the characteristics of the corresponding Exchange Notes and vice versa. Such Exchangeable Notes may be exchanged for Exchange Notes in accordance with the combinations specified in the Series Supplement. To the extent Exchangeable Notes are issued on the Closing Date, Exchange Notes with an initial outstanding principal amount equal to the initial outstanding principal amount of such Exchangeable Notes issued on the Closing Date will be deemed to have been exchanged for such Exchangeable Notes on the Closing Date in a permissible exchange combination.
Exchangeable Notes. From and after the Closing, Buyer will, and will cause its controlled Affiliates (including, following the Closing, the Target Companies), to comply with the Company’s obligations under the Exchangeable Notes Indenture arising from the consummation of the transactions contemplated by this Agreement, including, without limitation, effecting an offer to repurchase the Exchangeable Notes on the terms set forth in, the Exchangeable Notes Indenture.
Exchangeable Notes. Medi-Scan is the obligor with respect to four 7% Exchangeable Promissory Notes in the aggregate principal amount of $375,000. HYB Holding hereby covenants that, as a condition to the Closing, on the Closing Date HYB will issue four 7% Convertible Debentures, in the form annexed to the Subscription Agreements for the 7% Exchangeable Notes, which shall each replace one of the 7% Exchangeable Notes and shall be in a principal amount equal to the principal of and accrued interest on the replaced Note, and HYB Holding shall deliver the Convertible Debentures to the Note-holders in exchange for the Exchangeable Notes.
Exchangeable Notes. The Issuer shall from time to time issue instructions to the Transfer Agent in relation to the redemption of Exchangeable Notes, including the manner in which the Exchange Securities will be delivered to Noteholders.
