Debenture Exchange definition
Examples of Debenture Exchange in a sentence
Unless the Shelf Registration has been filed in addition to conducting the Exchange Offer contemplated by Section 2(a), the Shelf Registration shall also provide for the registration of the Debentures pursuant to the Debenture Exchange and Registration Rights Agreement and for the registration of the Guarantee pursuant to the Guarantee Exchange and Registration Rights Agreement.
The principal amount of the New PKS Debentures will be reduced by the formula value of the KMC Stock received in the Debenture Exchange.
Holders of PKS Debentures will have the option: (i) to exchange their PKS Debentures for KMC Debentures; (ii) to exchange their PKS Debentures for both shares of KMC Stock and New PKS Debentures; or (iii) not to participate in the Debenture Exchange.
The Shelf Registration shall also provide for the registration of the Debentures pursuant to the Debenture Exchange and Registration Rights Agreement and for the registration of and the sale on a continuous or delayed basis by the holders of, all of the Securities pursuant to Rule 415 under the Securities Act and/or any similar rule that may be adopted by the Commission pursuant to the Capital Securities Exchange and Registration Rights Agreement.
Upon satisfaction (or waiver) of these conditions, the Company will become unconditionally obligated to effect the Exchange Debenture Election and consummate the Debenture Exchange Transaction, subject only to the next paragraph.
Acceptance of this subscription by Republic and Harken is subject to: (i) approval of the Asset Sale Agreement by Republic stockholders, (ii) receipt of Debenture Exchange Subscriptions from holders of at least 90% of the outstanding principal amount of Republic’s Debentures (provided that Harken and Republic may, in their discretion, waive this condition), and (iii) Closing of the Asset Sale Agreement.
Holder is entitled to convert the Face Amount of the Debenture, plus accrued interest, anytime following the Closing Date, at the lesser of (i) 75% of the lowest closing bid price during the fifteen (15) trading days prior to the Conversion Date or (ii) 100% of the average of the closing bid prices for the twenty (20) trading days immediately preceding the Closing Date of the Debenture Exchange Agreement ("Fixed Conversion Price"), each being referred to as the "Conversion Price".
On the terms and subject to the conditions contained in this Agreement, effective upon consummation of the Debenture Exchange at the Closing, all Debentures held by the Participating Holders shall automatically be cancelled, and all obligations of any Company Entities with respect thereto shall be fully and forever terminated and extinguished.
This Debenture Exchange and Registration Rights Agreement and such other agreements referred to herein supersede all prior agreements and understandings between the parties with respect to its subject matter.
If on the Debenture exchange Date the Company has failed to pay or set aside, separate and apart from its other funds, in trust for the pro rata benefit of the holders of shares of the Series A Preferred Stock, all dividends accrued and unpaid on the shares of the Series A Preferred Stock to such Debenture Exchange Date then no shares of the Series A Preferred Stock shall be redeemed or exchanged for Debentures.