The Exchange Offer Sample Clauses

The Exchange Offer. (a) As soon as reasonably practicable following the Commencement Date, the Company shall commence (within the meaning of Rule 13e-4(a)(4) under the Exchange Act) the Exchange Offer to exchange, out of funds legally available therefor, (i) for each outstanding share of 14¼% Preferred validly tendered in the Exchange Offer and not validly withdrawn (x) $7,000 principal amount of Series A Convertible Subordinated Debt and (y) $1,000 initial liquidation preference of Series A-1 Convertible Preferred, and (ii) for each outstanding share of 9¾% Preferred validly tendered in the Exchange Offer and not validly withdrawn (A) $4,000 principal amount of Series A Convertible Subordinated Debt and (B) $1,000 initial liquidation preference of Series A-1 Convertible Preferred; provided, that if, at the Exchange Offer Closing, the number of shares of 14¼% Preferred or 9¾% Preferred validly tendered in the Exchange Offer and not validly withdrawn represent 50% or less of the total outstanding shares of such class (a “Minority Exchange”), the Company shall exchange, out of funds legally available therefor, (i) for each outstanding share of 14¼% Preferred that has been accepted for exchange (x) $7,500 principal amount of Series A Convertible Subordinated Debt and (y) $500 initial liquidation preference of Series B Convertible Preferred, and (ii) for each outstanding share of 9¾% Preferred that has been accepted for exchange (A) $4,500 principal amount of Series A Convertible Subordinated Debt and (B) $500 initial liquidation preference of Series B Convertible Preferred. In order for shares of Senior Preferred Stock to be validly tendered, each holder of Senior Preferred Stock who tenders in the Exchange Offer shall tender all but not less than all of the Senior Preferred Stock such holder owns on the Commencement Date. (b) The Company shall cause the Exchange Offer to remain open until the twentieth Business Day after such commencement of the Exchange Offer or, as set forth in this Section 5.01(b), such other later date as CIG and NBCU may mutually agree (the “Exchange Offer Initial Expiration Date”). The Company shall be obligated to accept for exchange shares of Senior Preferred Stock validly tendered pursuant to the Exchange Offer, subject only to the non-occurrence or waiver of each of the conditions set forth in Annex B (the “Exchange Offer Conditions”). The Company shall not amend or make changes to the terms of the Exchange Offer, including the Exchange Offer Conditio...

The Exchange Offer. (a) Subject to satisfaction or waiver of all conditions specified in Section 7.1, and on the basis of the representations and warranties contained herein, the Parties shall, and shall cause Newco to, undertake the Exchange Offer, in which Newco shall offer: (i) through a voluntary tender offer in Russia, to all holders of VimpelCom Common Shares, twenty (20) Newco Common DRs or 0.01 Russian rubles in exchange for each VimpelCom Common Share; provided, that Newco shall not accept tenders pursuant to the voluntary tender offer from any VimpelCom Shareholder who is not a Russian Qualified Investor if such VimpelCom Shareholder elects to receive Newco Common DRs in exchange for VimpelCom Common Shares; (ii) through a voluntary tender offer in Russia, to all holders of VimpelCom Preferred Shares, twenty (20) Newco Preferred DRs or 0.01 Russian rubles in exchange for each VimpelCom Preferred Share; provided, that Newco shall not accept tenders pursuant to the voluntary tender offer from any VimpelCom Shareholder who is not a Russian Qualified Investor if such VimpelCom Shareholder elects to receive Newco Preferred DRs in exchange for VimpelCom Preferred Shares; (iii) through an exchange offer in the United States, to all holders of VimpelCom ADRs, one (1) Newco Common DR or 0.0005 Russian rubles in exchange for each VimpelCom ADR; (iv) through an exchange offer in the United States, to all holders of VimpelCom Common Shares, twenty (20) Newco Common DRs or 0.01 Russian rubles in exchange for each VimpelCom Common Share; and (v) through an exchange offer in the United States, to all holders of VimpelCom Preferred Shares, twenty (20) Newco Preferred DRs or 0.01 Russian rubles in exchange for each VimpelCom Preferred Share; provided that Newco shall have no obligation to, and the Parties shall not permit Newco to, complete the Exchange Offer unless VimpelCom Shares representing in the aggregate the Exchange Offer Threshold are validly tendered to Newco prior to the end of the Exchange Offer. Subject to satisfaction or waiver of all conditions specified in ARTICLE VII, Eco Telecom and Telenor East agree to tender their respective VimpelCom Shares in the Exchange Offer in exchange for Newco DRs. (b) Within the final twenty-five (25) days before the expiration of the Exchange Offer period, each of Altimo and Telenor Mobile has the right, in its discretion, subject to applicable Law, to unilaterally cause the acceptance period in the Exchange Offer to be extended for u...

The Exchange Offer. PharmaNet Development Group, Inc., a Delaware corporation (the “Company”), proposes to offer to exchange all of its issued and outstanding 2.25% Convertible Senior Notes due 2024 (the “Outstanding Notes”) for $115,000,000 in principal amount, or such other amount as shall be mutually agreed upon between the Company and the Dealer Manager, of newly issued 8.00% Convertible Senior Notes due 2014 (the “New Notes”) and additional cash consideration, on the terms and subject to the conditions set forth in the Exchange Offer Materials (as hereinafter defined) as the same may be amended or supplemented from time to time (the “Exchange Offer”). As of the date of this Agreement, the Company has $143,750,000 in principal amount of Outstanding Notes outstanding. The New Notes will be issued pursuant to an indenture between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture to be entered into on the Exchange Date (as hereinafter defined), between the Company and the Trustee (such indenture, as supplemented, the “Indenture”). The New Notes are contemplated to be secured on a second-priority basis by the security documents prepared in form and substance satisfactory to the Dealer Manager (collectively, the “Security Documents”). The Prospectus and Offer to Exchange, the Letter of Transmittal, the Registration Statement, the Schedule TO (each as defined below), all statements and other documents filed or to be filed with any federal, state or local governmental or regulatory agency or authority, including any exhibits thereto (including the Indenture), and such other documents (including, but not limited to, any advertisements, press releases or summaries relating to the Exchange Offer and any forms of letters to brokers, dealers, banks, trust companies and other nominees relating to the Exchange Offer), in each case in the form first authorized for use by the Company in connection with the Exchange Offer and approved by the Dealer Manager, and thereafter together with any amendments and supplements thereto made in accordance with the terms of this agreement (the “Agreement”), are collectively referred to as the “Exchange Offer Materials.”

The Exchange Offer. (a) The Company shall not, without the consent (not to be unreasonably withheld or delayed) of the Agents (acting on the instructions of the Required Lenders) (not to be unreasonably withheld or delayed): (i) increase (and shall ensure that nothing is done or omitted by or on behalf of it or any of its Subsidiaries that would require an increase in) the total cash consideration payable for the Target Securities above the level set forth in the Exchange Offer Documents as in effect on the Effective Date; or (ii) amend, revise or agree or decide not to enforce, in whole or in part, any material term of the Acquisition Documents or the Exchange Offer Documents. (b) Except for the description thereof contained in the Exchange Offer Documents on the Effective Date and subsequent discussions in periodic reports pursuant to the Securities Exchange Act of 1934 (and inclusion of this Agreement as an exhibit thereto), the Company shall not (and shall ensure that none of its Subsidiaries shall) issue or allow to be issued on its behalf any press release or other publicity which refers to this Agreement, the Commitments, the Loans, the Agents or any Lender, in each case without the consent of the Agents, unless the publicity is required by law or any stock exchange, in which case the Company shall, to the extent possible in the circumstances, notify the Agents as soon as practicable upon becoming aware of the requirement, shall consult with the Agents on the terms of the reference and shall have regard to any timely comments of the Agents. (c) The Company shall keep the Agents and the Lenders reasonably informed as to the status and progress of the Exchange Offer and of all material communications with the SEC and any other regulatory authority relating to the Exchange Offer. (d) The Company shall promptly inform the Agents and the Lenders of any material request for information from, or opening of any investigation by, or the U.S. Department of Justice or Federal Trade Commission or any European competition authorities in connection with the Exchange Offer or the acquisition of Target Shares by the Borrower. (e) The Company shall promptly inform the Agents if in connection with the Exchange Offer or the acquisition of Target Shares by the Borrower: (i) any material antitrust authorization: (A) is granted or refused; or (B) could reasonably be expected not to be granted before the Exchange Offer closing date; or (C) is or could reasonably be expected to be subject to ...

The Exchange Offer. 22 4.1. Exchange Offer..............................................................22 ARTICLE V. THE IPO AND ACTIONS PENDING THE IPO.......................................22 5.1. Transactions Prior to the IPO...............................................22 5.2. Cooperation.................................................................23 5.3. Conditions Precedent to Consummation of the IPO.............................23 5.4. Registration Rights Agreement...............................................24

The Exchange Offer. The PMI Group, Inc., a Delaware corporation (the “Company”) proposes to offer to exchange up to $[359,986,000] aggregate principal amount of its outstanding 2.50% Senior Convertible Debentures due July 15, 2021 (the “Existing Securities”) for an equal principal amount of its new 2.50% Senior Convertible Debentures due July 15, 2021 (the “Exchange Securities”) and an exchange fee. The exchange offer described above will be made on the terms and subject to the conditions set forth in the Preliminary Prospectus and related Letter of Transmittal, attached as Exhibits A and B hereto, which together, as they may be supplemented or amended from time to time, constitute the “Exchange Offer”. The Exchange Securities will be issued pursuant to the indenture described in the Prospectus between the Company and the trustee for the Existing Securities (the “Indenture”).

The Exchange Offer. 9 SECTION 2.02.

The Exchange Offer. As promptly as practicable after the Execution Date, the Buyer will commence the Offer to acquire all of the Equity Securities in exchange for newly issued ordinary shares of the Buyer and cash in the amounts set forth below, excluding the Company Rollover Options and StayCool Rollover Options that will be rolled over to the Buyer’s option program. The Offer shall be made by means of an exchange offer that describes the terms and conditions of the Offer as set forth in this Agreement. The exchange offer will include a form for acceptance of the Offer including a signature page or joinder to this Agreement. In connection with the Offer, the Company shall promptly as practicable furnish the Buyer with a copy of the register of members and any other available listings, containing the names and addresses of the holders of the Equity Securities to the extent necessary for the Offer, and shall promptly as practicable furnish the Buyer with such information and assistance as the Buyer may reasonably request for the purpose of communicating the Offer to the holders of Equity Securities. Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, the Buyer shall accept and pay for all Equity Securities validly tendered by Sellers’ pursuant to the Offer and the terms of this Agreement.

The Exchange Offer. Subject to the terms and conditions of this Exchange Agreement, each undersigned Investor hereby agrees to exchange the principal amount of 6.50% Notes set forth on the signature page of such Investor hereto (the “Exchanged 6.50% Notes”), together with any accrued and unpaid interest on such Exchanged 6.50% Notes to, but excluding, May 15, 2019, for a number of Shares as set forth on the signature page of such Investor hereto, representing a per Share value of $4.00, and a Warrant to purchase a number of shares of Common Stock as set forth on the signature page of such Investor hereto, and the Company hereby agrees to issue such number of Shares and a Warrant to such Investor in exchange for such Exchanged 6.50% Notes.

The Exchange Offer. (a) As soon as reasonably practicable after the public announcement of the execution of this Agreement, In Focus shall commence, in compliance with Norwegian law, a public tender offer (the "Exchange Offer") to the holders of ordinary shares, par value NOK 2 per share, of Proxima (the "Proxima Ordinary Shares"), to exchange, subject to the Exchange Offer Conditions, .3615 share of common stock, no par value, of In Focus (the "In Focus Common Stock"), for each Proxima Ordinary Share held by such holder (such .3615-for-one exchange to be offered pursuant to this Section 1.1(a), with such adjustments as may be required pursuant to Section 1.6, being referred to herein as the "Exchange Offer Ratio"). The maximum number of shares of In Focus Common Stock to be issued in exchange for the acquisition by In Focus of all Proxima Ordinary Shares outstanding on a Fully Diluted Basis shall be 15,825,000, with such adjustments as may be required pursuant to Section 1.6. (b) The obligation of In Focus to consummate the Exchange Offer and issue In Focus Common Stock in exchange for the Proxima Ordinary Shares tendered pursuant to the Exchange Offer, shall be subject only to satisfaction or waiver of (i) the condition that there shall have been validly tendered and available for purchase, in accordance with the terms of the Exchange Offer, prior to the Exchange Offer Expiration Date, a number of Proxima Ordinary Shares that represents more than 90% of the outstanding Proxima Ordinary Shares (the "Minimum Condition"), and (ii) the other conditions set forth in Article VII (together with the Minimum Condition, the "Exchange Offer Conditions"). (c) The expiration date of the Exchange Offer shall initially be the date which is 30 calendar days after commencement of the Exchange Offer or such other date mutually agreeable to In Focus and Proxima (such date, as it may be extended as provided herein, the "Exchange Offer Expiration Date"). In Focus shall have the right, in its sole discretion and without Proxima's consent, to extend the expiration date of the Exchange Offer, at any time and from time to time, but in no event shall the Exchange Offer Expiration Date be later than the Outside Termination Date. If at any scheduled Exchange Offer Expiration Date any of the Exchange Offer Conditions have not been satisfied or waived by In Focus, at Proxima's written request delivered to In Focus no later than such Exchange Offer Expiration Date, In Focus shall extend the Exchange Offe...