Common use of The Exchange Offer Clause in Contracts

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. PharmaNet Development Group, Inc.Countrywide Financial Corporation, a Delaware corporation (the “Company”"COMPANY"), proposes intends to offer to exchange (together with any amendments and extensions thereof, the "EXCHANGE OFFER") convertible securities due 2031 (the "NEW CONVERTIBLE SECURITIES"), with the full and unconditional guarantee (the "NEW GUARANTEE" and, together with the New Convertible Securities, the "NEW SECURITIES") of Countrywide Home Loans, Inc. (the "GUARANTOR" and, together with the Company, the "ISSUERS"), for any and all of its issued and outstanding 2.25% Convertible Senior Notes XXXXx due 2024 February 8, 2031 (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"OLD SECURITIES"), on the terms and subject to the conditions set forth in the Exchange Offer Materials Prospectus and related Letter of Transmittal (each as hereinafter defineddefined below) attached hereto as the same may be amended or supplemented from time to time (the “Exchange Offer”). As of the date of this AgreementExhibits A and B, the Company has $143,750,000 in principal amount of Outstanding Notes outstandingrespectively. The New Notes Securities 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 "NEW Indenture") to be entered into on by the Exchange Date (Issuers and The Bank of New York, as hereinafter defined), between the Company and the Trustee (such indenture, as supplemented, the “Indenture”"NEW TRUSTEE"). The New Notes are contemplated to Securities will be secured convertible into cash and duly and validly issued, fully paid and nonassessable shares of common stock, par value $0.05 per share (the "COMMON STOCK"), of the Company (such shares, the "CONVERSION SHARES") on a second-priority basis by the security documents prepared in form terms, and substance satisfactory subject to the Dealer Manager conditions, set forth in the New Indenture (collectively, the “Security Documents”including Exhibit A thereto). The Prospectus and Offer to ExchangeProspectus, 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), authority 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 Issuers in connection with the Exchange Offer and approved by the Dealer Dealer-Manager, and thereafter in each case together with any amendments and supplements thereto made in accordance with the terms of this agreement (the “this "Agreement”"), are collectively referred to as the “Exchange Offer Materials"EXCHANGE OFFER MATERIALS".”

The Exchange Offer. PharmaNet Development Group, Inc.Laboratory Corporation of America Holdings, a Delaware corporation (the “Company”), proposes intends to make an offer (together with any amendments and extensions thereof, the “Exchange Offer”) to exchange all of its issued and outstanding 2.25% new Zero Coupon Convertible Senior Subordinated 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 2021 (the “New NotesSecurities”) and additional cash considerationan exchange fee of $2.50 per $1,000 principal amount at maturity of Old Securities (as defined below) (the “Exchange Fee”) for its outstanding Liquid Yield Option™1 Notes due 2021 (the “Old Securities”), on the terms and subject to the conditions set forth in the Exchange Offer Materials (Preliminary Prospectus attached hereto 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. Exhibit A. The New Notes Securities will be issued pursuant to an indenture between the Company and U.S. Bank National Association, as trustee (the “TrusteeNew Indenture”), as supplemented by a supplemental indenture ) to be entered into on the Exchange Date (as hereinafter defined), between by the Company and the The Bank of New York, as Trustee (such indenture, as supplemented, the “IndentureNew Trustee”). The New Notes are contemplated to Securities will be secured on a second-priority basis by convertible into cash and, if applicable, duly and validly issued, fully paid and nonassessable shares of common stock, par value $0.10 per share (the security documents prepared in form and substance satisfactory to “Common Stock”), of the Dealer Manager Company (collectivelysuch shares, the “Security DocumentsConversion Shares”), together with the rights (the “Rights”) evidenced by such Conversion Shares, to the extent provided in the Rights Agreement dated December 31, 2001 between the Company and American Stock Transfer & Trust Company, as rights agent. The Prospectus and Offer to ExchangePreliminary Prospectus, the Letter of TransmittalProspectus, the Registration Statement relating to the Exchange Offer, any documents incorporated by reference in the Registration Statement, the Schedule TO (each as defined below)relating to the Exchange Offer, 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)thereto, 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 ManagerDealer-Manager (as defined below), and thereafter in each case together with any amendments and supplements thereto made in accordance with the terms 1 ™ Trademark of Xxxxxxx Xxxxx & Co., Inc. of this agreement (the this “Agreement”), are collectively referred to as the “Exchange Offer Materials.”

The Exchange Offer. PharmaNet Development GroupComverse Technology, Inc., a Delaware New York corporation (the “Company”), proposes intends to offer to exchange all of its issued (together with any amendments and outstanding 2.25% Convertible Senior Notes due 2024 (extensions thereof, the “Outstanding NotesExchange Offer”) 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 its new Zero Yield Puttable Securities due 2014 2023 (the “New NotesSecurities”) for any and additional cash considerationall of its outstanding Zero Yield Puttable Securities due 2023 (the “Old Securities”), on the terms and subject to the conditions set forth in the Exchange Offer Materials Prospectus and related Letter of Transmittal (each as hereinafter defineddefined below) attached hereto as the same may be amended or supplemented from time to time (the “Exchange Offer”). As of the date of this AgreementExhibits A and B, the Company has $143,750,000 in principal amount of Outstanding Notes outstandingrespectively. The New Notes Securities will be issued pursuant to an indenture between the Company and U.S. Bank National Association, as trustee (the “TrusteeNew Indenture”), as supplemented by a supplemental indenture ) to be entered into on the Exchange Date (as hereinafter defined), between by the Company and the XX Xxxxxx Chase Bank, N.A., as Trustee (such indenture, as supplemented, the “IndentureNew Trustee”). The New Notes are contemplated to Securities will be secured on a second-priority basis by convertible into cash and duly and validly issued, fully paid and nonassessable shares of common stock, par value $0.10 per share (the security documents prepared in form and substance satisfactory to “Common Stock”), of the Dealer Manager Company (collectivelysuch shares, the “Security DocumentsConversion Shares”)) on the terms, and subject to the conditions, set forth in the New Indenture. The Prospectus and Offer to ExchangeProspectus, 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 New 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 Dealer-Manager, and thereafter in each case together with any amendments and supplements thereto made in accordance with the terms of this agreement (the this “Agreement”), are collectively referred to as the “Exchange Offer Materials.”