Cash Tender definition
Examples of Cash Tender in a sentence
Each Holder hereby releases Titanium, effective as of the Partnership Effective Time, of all of its obligations under the Continuing Offer and the Cash Tender Agreement, and acknowledges that such Holder and its Affiliates shall, following the Partnership Merger Effective Time, have no further rights thereunder.
Except for the Voting Agreement, the Continuing Offer or the Cash Tender Agreement, neither Titanium nor any of its Subsidiaries is a party to any shareholders’ agreement, voting trust agreement, registration rights agreement or other similar agreement or understanding relating to any Titanium Securities or any other agreement relating to the disposition, voting or dividends with respect to any Titanium Securities.
Further, effective as of the Partnership Merger Effective Time, each Holder shall, shall cause its Affiliates to, and shall cooperate with Titanium and Titanium OP in order to, cause the Cash Tender Agreement to be terminated without any further obligation of Titanium or Titanium OP or any consideration payable to the Holders or their Affiliates in connection with such termination.
Upon the occurrence of a Cash Tender Termination, an Event of Default shall be deemed to have occurred with the Company deemed the Defaulting Party and Citibank, the Non-Defaulting Party.
No Limited Partner may withdraw from the Partnership other than as a result of a permitted Transfer of all of such Limited Partner's Limited Partner Units in accordance with this Article 11 or pursuant to an Exchange or a Cash Tender of all of its Common Limited Partner Units under Section 8.6 hereof.
All distributions of Available Cash attributable to such Partnership Unit with respect to which the Partnership Record Date is before the date of such transfer, assignment, Exchange or Cash Tender shall be made to the transferor Partner or the Tendering Partner, as the case may be, and all distributions of Available Cash thereafter attributable to such Partnership Unit shall be made to the transferee Partner.
The provisions of the New Notes Indenture regarding Restricted Payments and Permitted Investments shall be consistent with the terms of the Existing Notes Indenture except as follows: • The general Restricted Payments basket (Section 4.07(b)(xiv) under the Existing Notes Indenture) shall be $10,000,000; provided, that the amount available under the general Restricted Payments basket shall increase by the amount of Cash Tender Cap not used in connection with the Cash Tender Option.
Upon the occurrence of a Cash Tender Termination, an Event of Default shall be deemed to have occurred with the Company deemed the Defaulting Party and Bank, the Non-Defaulting Party.
Solely for purposes of making such allocations, each of such items for the calendar month in which a transfer occurs shall be allocated to the transferee Partner and none of such items for the calendar month in which a transfer or an Exchange or Cash Tender occurs shall be allocated to the transferor Partner or the Tendering Partner, as the case may be, if such transfer or Exchange or Cash Tender occurs before the fifteenth day of the month, otherwise such items shall be allocated to the transferor.
The Company shall have accepted any notes validly tendered in connection with its previously announced cash tender offer (the “Cash Tender Offer”) for its outstanding Existing Senior Notes and shall have issued a notice of redemption for any outstanding Existing Senior Notes not tendered in the Cash Tender Offer.