Notes Exchange Sample Clauses

Notes Exchange. Subject to the terms and conditions set forth herein, the Company hereby agrees to issue, in reliance upon the exemption from registration under Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”), $40,000,000 aggregate principal amount of the Convertible Notes (the “Exchange Notes”) to Purchaser in exchange for the $40,000,000 aggregate principal amount of Subordinated Notes beneficially owned and held by Purchaser, and Purchaser agrees to deliver to the Company such Subordinated Notes in exchange for the Exchange Notes (the “Exchange”).
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Notes Exchange. The Notes Exchange Closing shall have occurred or be occurring contemporaneously therewith.
Sample 1
Notes Exchange. The participation, including, without limitation, the full and irrevocable tender, by Supporting Noteholder in an exchange offer conducted by Cenveo for the outstanding 11.5% Notes for the consideration set forth in and in accordance with the offering memorandum in the form attached hereto as Exhibit A (the “Offering Memorandum”), pursuant to the offer to exchange contained therein (the “Offer”), which will include the issuance to those persons participating in the Offer, in exchange for the 11.5% Notes exchange in the Offer, of (i) the Company’s newly issued 6% senior notes due 2024, and (ii) warrants to purchase shares of common stock, par value $0.01 per share, of Parent, the terms of such warrants set forth in the Warrant Agreement to be entered into between Parent and Computershare Trust Company, N.A., a copy of which is attached as Exhibit B hereto (the “Warrant Agreement”) (such exchange transaction, the “11.5% Notes Exchange”).
Sample 1
Notes Exchange. Pursuant to the terms of the Exchange Agreement, Initial Issuer will exchange with the Noteholder Parties $382,662,000 in aggregate principal amount of Exchanging Notes held by the Noteholder Parties for $382,662,000 in aggregate principal amount of New Notes issued by Initial Issuer (as such number may be increased by up to $6,500,000 for the amount of Excluded Notes that participate in the Exchange).
Sample 1
Notes Exchange 
Sample 1

Related to Notes Exchange

  • Stock Exchange Delisting Prior to the Closing Date, the Company shall cooperate with Parent and use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable Laws and rules and policies of the New York Stock Exchange to enable the delisting by the Surviving Corporation of the Shares from the New York Stock Exchange as promptly as practicable after the Effective Time and the deregistration of the Shares under the Exchange Act at the Effective Time.

  • Stock Exchange De-listing Prior to the Closing Date, the Company shall cooperate with Parent and use reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable Laws and rules and policies of the NYSE to enable the delisting by the Surviving Corporation of the Shares from the NYSE and the deregistration of the Shares under the Exchange Act as promptly as practicable after the Effective Time.

  • Mandatory Exchange The Managing Member may, with the consent of those Members (other than the Managing Member) holding not less than 75% of the Holdings Units (as such term is defined in the Exchange Agreement) (excluding any Holdings Units held by the Managing Member) require all Members holding Holdings Units to exchange all such units held by them pursuant to the Exchange Agreement.

  • Stock Exchange Delisting; Deregistration Prior to the Closing Date, the Company shall cooperate with Parent and use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable laws and rules and policies of NASDAQ to enable the delisting by the Surviving Corporation of the Shares from NASDAQ and the deregistration of the Shares under the Exchange Act as promptly as practicable after the Effective Time.

  • Stock Exchange Listing The shares of Common Stock have been approved for listing on the NASDAQ Capital Market (the “Exchange”), and the Company has taken no action designed to, or likely to have the effect of, delisting the shares of Common Stock from the Exchange, nor has the Company received any notification that the Exchange is contemplating terminating such listing except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

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