Exchange Offer Agreement Sample Contracts

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Exchange Offer Agreement • May 12th, 2000 • United Pan Europe Communications Nv • Cable & other pay television services • New York
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EXCHANGE OFFER AGREEMENT Dated September 22, 2005 among MOLSON COORS CAPITAL FINANCE ULC (Fully and Unconditionally Guaranteed by Molson Coors Brewing Company and certain subsidiaries of Molson Coors Brewing Company) and BMO NESBITT BURNS INC., TD...
Exchange Offer Agreement • November 4th, 2005 • Molson Coors Brewing Co • Malt beverages • New York

This Exchange Offer Agreement (the "Agreement") is made and entered into September 22, 2005, among Molson Coors Capital Finance ULC, a Nova Scotia unlimited liability company (the "Issuer"), Molson Coors Brewing Company, a Delaware corporation (the "Parent"), the Subsidiary Guarantors named in the Purchase Agreement (together with the Parent, the "Guarantors"), and BMO Nesbitt Burns Inc., TD Securities Inc., J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated and Deutsche Bank Securities Inc. (the "Initial Purchasers") and J.P. Morgan Securities Canada Inc., Morgan Stanley Canada Limited and Deutsche Bank Securities Limited (the "Sub-Purchasers"). BMO Nesbitt Burns Inc. and TD Securities Inc. are hereinafter referred to as the "Representatives".

ADDENDUM NO. 1 TO EXCHANGE OFFER AGREEMENT
Exchange Offer Agreement • April 2nd, 2010 • SeaOspa Inc • Retail-miscellaneous retail • New York

THIS ADDENDUM NO.1 TO EXCHANGE OFFER AGREEMENT (the “Addendum”) is made as of February __, 2010 (the “Effective Date”) by and among Thwapr, Inc., f.k.a. Mobile Video Development, Inc., a Delaware corporation (the “Company”) and each of the undersigned Stockholders under that certain Exchange Offer Agreement by and among the Company and the Stockholders dated July 20, 2009 (the “Agreement”). Capitalized terms not specifically defined herein shall have the meaning ascribed to them in the Agreement.

EXCHANGE OFFER AGREEMENT
Exchange Offer Agreement • March 29th, 2010 • Vringo Inc • Communications services, nec • New York

This EXCHANGE OFFER AGREEMENT, dated as of December 29, 2009 (the “Agreement”) is made and entered into by and among Vringo, Inc., a Delaware corporation (the “Company”), Vringo (Israel) Ltd., a corporation organized under the laws of Israel and a wholly-owned subsidiary of the Company (the “Subsidiary”), and each of the undersigned holders (each a “Series B Holder”, and collectively, the “Series B Holders”) of the Series B Convertible Preferred Stock of the Company, par value $0.01 per share (the “Series B Shares”).

EXCHANGE OFFER AGREEMENT
Exchange Offer Agreement • July 21st, 2010 • Thwapr, Inc. • Retail-miscellaneous retail • Nevada

This Exchange Offer Agreement, dated as of July 20, 2010 (this “Agreement”), is entered into by and between Thwapr, Inc., a Nevada corporation (the “Company”), and each of the undersigned holders (each a “Stockholder”, collectively, the “Stockholders”) of Common Stock of the Company, par value $0.0001 per share (the “Common Stock”).

CANADIAN PURCHASE AGREEMENT Dated September 15, 2005 among MOLSON COORS CAPITAL FINANCE ULC (Fully and Unconditionally Guaranteed by Molson Coors Brewing Company and certain subsidiaries of Molson Coors Brewing Company) and BMO NESBITT BURNS INC. TD...
Exchange Offer Agreement • November 4th, 2005 • Molson Coors Brewing Co • Malt beverages • New York

Molson Coors Capital Finance ULC, a Nova Scotia unlimited liability company (the "Issuer"), proposes to issue and sell to the several purchasers named in Schedule I hereto (the "Initial Purchasers") C$900,000,000 principal amount of its 5.00% Senior Notes due 2015 (the "Securities") to be guaranteed on a senior unsecured basis by Molson Coors Brewing Company, a Delaware corporation (the "Parent") and by each of the subsidiaries listed on Schedule II hereto and such other subsidiaries as may be required from time to time pursuant to the Indenture (collectively, the "Subsidiary Guarantors" and, with the Parent, the "Guarantors"). The Securities are to be issued pursuant to the provisions of an indenture to be dated as of September 22, 2005 (the "Indenture") among the Issuer, the Guarantors and TD Banknorth, National Association and The Canada Trust Company, as co-trustees (collectively, the "Trustee").

EXCHANGE OFFER AGREEMENT
Exchange Offer Agreement • April 2nd, 2010 • SeaOspa Inc • Retail-miscellaneous retail • New York

This Exchange Offer Agreement, dated as of July 20, 2009 (the “Agreement”), by and between the Mobile Video Development, Inc., a Delaware corporation (the “Company”) and each of the undersigned (each a “Stockholder”, collectively, the “Stockholders”), being the holders of all of the issued and outstanding shares of common stock, par value $.0001 per share (the “Common Stock”).

Exchange Offer Agreement
Exchange Offer Agreement • February 3rd, 2012 • Toll Brothers Inc • Operative builders • New York

This letter agreement (this “Agreement”) by and between D.F. King & Co., Inc., a Delaware corporation (“King”), and Toll Brothers Finance Corp., a Delaware corporation (the “Company”), sets forth the terms and conditions of the engagement of King by the Company, in connection with the proposed offer (the “Exchange Offer”) by the Company to exchange any and all of its 2012 Notes and 2013 Notes (the “Old Notes”) from the holders thereof (the “Holders”) for its 2022 Notes (the “New Notes”). This Agreement shall commence on the date hereof and shall terminate on the completion, expiration or termination of the Exchange Offer (the “Term”). Capitalized terms used herein and not defined shall have the definitions ascribed to such terms in the Offering Circular.

EXCHANGE OFFER AGREEMENT
Exchange Offer Agreement • March 29th, 2010 • Vringo Inc • Communications services, nec • New York

This EXCHANGE OFFER AGREEMENT, dated as of December 29, 2009 (the “Agreement”) is made and entered into by and among Vringo, Inc., a Delaware corporation (the “Company”), Vringo (Israel) Ltd., a corporation organized under the laws of Israel and a wholly-owned subsidiary of the Company (the “Subsidiary”), and each of the undersigned holders (each a “Series A Holder”, and collectively, the “Series A Holders”) of the Series A Convertible Preferred Stock of the Company, par value $0.01 per share (the “Series A Shares”).

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