Automatic Exchange Transaction definition

Automatic Exchange Transaction refers to the automatic exchange of outstanding Holdco Notes for additional New Senior Notes pursuant to the terms of the New Senior Notes Indenture.
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Automatic Exchange Transaction shall have the meaning as defined in Section 4.26 of the New Senior Notes Indenture.
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Examples of Automatic Exchange Transaction in a sentence

  • For the avoidance of doubt, any Additional Notes issued pursuant to the Automatic Exchange Transaction will be deemed to be issued under Section 4.04(b)(4)(a) and will not require compliance with Section 4.04(a) hereof.

  • The Holdco Notes will be automatically cancelled, and the Holdco Notes Guarantee will be automatically released and terminated, upon consummation of the Automatic Exchange Transaction.

  • By accepting a Note, each Holder will be deemed to have (i) agreed to be bound by the Automatic Exchange Transaction, and (ii) irrevocably authorized and directed the Trustee, or any other Person required to complete the Automatic Exchange Transaction, to take all actions required to consummate the Automatic Exchange Transaction without the need for further direction from such Holder under the Indenture.

  • The Automatic Exchange Transaction will be completed on a cashless basis by exchanging the outstanding Holdco Notes for Additional Notes, and no consent or any other action will be required by the Holders of the Notes, the holders of the Holdco Notes, the Trustee under this Indenture, or the trustee of the Holdco Notes under the Holdco Notes Indenture, for the Automatic Exchange Transaction.

  • Notwithstanding anything under the covenants described under this Article 4 to the contrary, this Indenture will not restrict or in any manner limit the ability of the Issuer or the Restricted Subsidiaries to effect (i) the Automatic Exchange Transaction or (ii) the Reorganization Transactions, and in each of (i) and (ii) above, any transactions or actions in connection thereto.

  • This means, in most cases, eligible full-time team members will not be able to get a government subsidy if they decide to enroll in marketplace coverage.

  • Notwithstanding anything in this Agreement to the contrary, the Reorganization Transactions, the Automatic Exchange Transaction and any transactions or actions in connection thereto shall be permitted.

  • The Bonds will be automatically cancelled, and the Guarantee will be automatically released and terminated, upon consummation of the Automatic Exchange Transaction.

  • The successful bidder shall not be entitled to deemed generation in case of any delay in grant of connectivity.

  • By accepting a Bond, each Bondholder will be deemed to have (i) agreed to be bound by the Automatic Exchange Transaction, and (ii) irrevocably authorised and directed the Trustee or any other person required to complete the Automatic Exchange Transaction, to take all actions required to consummate the Automatic Exchange Transaction without the need for further direction from such Bondholder under the Trust Deed.

Related to Automatic Exchange Transaction

  • Automatic Exchange has the meaning ascribed to such term in the Share Exchange Agreement;

  • Automatic Exchange Rights means the benefit of the obligation of Parent to effect the automatic exchange of Parent Common Shares for Exchangeable Shares pursuant to Section 5.13.

  • Exchange Transaction means an exchange of Units for Common Units pursuant to, and in accordance with, the Exchange Agreement or, if the Issuer and the exchanging Limited Partner shall mutually agree, a Transfer of Units to the Issuer, the Partnership or any of their subsidiaries for other consideration.

  • Roll-Up Transaction means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Company and the issuance of securities of a Roll-Up Entity to the Shareholders. Such term does not include:

  • Automatic Exercise Date means, with respect to an Option or a Stock Appreciation Right, the last business day of the applicable Option Term or Stock Appreciation Right Term that was initially established by the Administrator for such Option or Stock Appreciation Right (e.g., the last business day prior to the tenth anniversary of the date of grant of such Option or Stock Appreciation Right if the Option or Stock Appreciation Right initially had a ten-year Option Term or Stock Appreciation Right Term, as applicable).

  • Qualifying Transaction means a transaction where a CPC acquires Significant Assets, other than cash, by way of purchase, amalgamation, merger or arrangement with another Company or by other means.

  • Automatic Early Redemption Event means that:

  • Exempted Fundamental Change means any Fundamental Change with respect to which, in accordance with Section 4.02(I), the Company does not offer to repurchase any Notes.

  • Fundamental Change Repurchase Date shall have the meaning specified in Section 15.02(a).

  • Fundamental Change Effective Date means the date on which any Fundamental Change becomes effective.

  • Exempt Transaction means an increase in the percentage of the outstanding shares of Common Stock or the percentage of the combined voting power of the outstanding Voting Stock of the Company beneficially owned by any Person solely as a result of a reduction in the number of shares of Common Stock then outstanding due to the repurchase of Common Stock or Voting Stock by the Company, unless and until such time as (a) such Person or any Affiliate or Associate of such Person shall purchase or otherwise become the Beneficial Owner of additional shares of Common Stock constituting 1% or more of the then outstanding shares of Common Stock or additional Voting Stock representing 1% or more of the combined voting power of the then outstanding Voting Stock, or (b) any other Person (or Persons) who is (or collectively are) the Beneficial Owner of shares of Common Stock constituting 1% or more of the then outstanding shares of Common Stock or Voting Stock representing 1% or more of the combined voting power of the then outstanding Voting Stock shall become an Affiliate or Associate of such Person.

  • Exchange Business Day means any Scheduled Trading Day on which the Exchange and each Related Exchange are open for trading during their respective regular trading sessions, notwithstanding any such Exchange or Related Exchange closing prior to its Scheduled Closing Time.

  • Make-Whole Fundamental Change Conversion Period has the following meaning:

  • Fundamental Change Purchase Date has the meaning specified in Section 8.01(a).

  • Failed Remarketing Condition—Purchased VRDP Shares Redemption means redemption by the Fund, at a Redemption Price equal to $100,000 per share plus accumulated but unpaid dividends thereon (whether or not earned or declared) to, but excluding, the date fixed by the Board of Directors for redemption, of VRDP Shares that the Liquidity Provider shall have acquired pursuant to the Purchase Obligation and continued to be the beneficial owner of for federal income tax purposes for a period of six months during which such VRDP Shares cannot be successfully remarketed (i.e., a Failed Remarketing Condition--Purchased VRDP Shares shall have occurred and be continuing for such period of time with respect to such VRDP Shares), determined by the Fund on a first-in, first-out basis, in accordance with and subject to the provisions of the VRDP Fee Agreement and this Statement.

  • Private Placement Transaction means a “limited offering” as defined from time to time in Rule 17j-l under the 1940 Act or any applicable successor provision. Currently, this means an offering exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or 4(6) or Rule 504, 505 or 506 under that Act, including hedge funds.

  • Automatic Exercise Applicable; and means that for each Expiration Date, a number of Warrants equal to the Daily Number of Warrants for such Expiration Date will be deemed to be automatically exercised at the Expiration Time on such Expiration Date.

  • Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

  • Fundamental Change Repurchase Price shall have the meaning specified in Section 15.02(a).

  • Automatic Early Redemption Date means each Automatic Early Redemption Date specified in the relevant Final Terms.

  • Shares Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such; provided that, if such Person is determined not to have become an Acquiring Person pursuant to Section 1(a) hereof, then no Shares Acquisition Date shall be deemed to have occurred by virtue of such event.

  • Change of Control Transaction means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 33% of the voting securities of the Company (other than by means of conversion or exercise of the Notes and the Securities issued together with the Notes), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.

  • Change in Control Transaction means the occurrence of any of the following events:

  • Qualifying Acquisition has the meaning specified in Section 5.03.

  • Fundamental Change Expiration Time shall have the meaning specified in Section 16.02(b)(ix).

  • Exempt Transactions means the transactions described in the section hereof titled “Exempt Transactions.”