Debt Offering Memorandum definition

Debt Offering Memorandum means the draft (as of May 20, 1997) of the Confidential Offering Memorandum (subject to completion, revision and amendment pursuant to the agreement of the Seller and the placement agents thereunder) relating to the proposed issuance by the Seller of High Yield Debt instruments for aggregate gross proceeds of not less than $100 million.
Sample 1Sample 2Sample 3
Debt Offering Memorandum means the offering memorandum relating to the offering of the Cloud Peak Notes under Rule 144A of the Securities Act.
Sample 1Sample 2Sample 3
Debt Offering Memorandum means the final, dated August 14, 1997, of the offering memorandum with respect to the offering by MergerCo and the issuance by the Company of the Senior Notes, which final offering memorandum was delivered to Purchasers prior to the date of this Agreement.
Sample 1Sample 2

Examples of Debt Offering Memorandum in a sentence

  • This Agreement, the Escrow Agreement, the Debt Offering Memorandum and the Related Agreements are the only material agreements relating to the High Yield Debt, the financing thereof and the transactions contemplated hereby to which the Seller or any Subsidiary is a party.

  • The Seller has delivered to the Purchaser a true and complete copy of the 1996 Financial Statements and the 1997 Financial Statements, and the most recent drafts of the Debt Offering Memorandum and all Related Agreements.

  • The Chairman invited Committee Members to ask questions of the representatives.

  • The parties agree that the Closing Date shall be the date on which pricing of the offering of the High Yield Debt is scheduled to occur between the Seller and the lead placement agent under the Debt Offering Memorandum, which date is currently contemplated to be on or about June 4, 1997.

  • The Seller has delivered to the Purchaser a true and complete copy of the most recent drafts of the 1996 Financial Statements, the Debt Offering Memorandum and all Related Agreements.

  • The Subordinated Notes shall have been issued, and the Borrower shall have received gross proceeds of not less than $225 million therefrom, on terms and conditions no less favorable to the Lenders than those contained in the Subordinated Debt Offering Memorandum and the Senior Subordinated Indenture.

  • Supreme has the corporate power and authority to incur the High Yield Debt and to issue the High Yield Debt Offering Memorandum and the other agreements, indentures and documents contemplated thereby.

  • Supreme has issued the High Yield Debt Offering Memorandum, the Agent has received true and complete copies of the High Yield Debt Offering Memorandum, the High Yield Debt Offering has not been withdrawn, and no material term or condition thereof has been amended or modified after the issuance thereof in any manner that adversely affects the Agent or the Lenders, except with the prior written consent of the Agent.

  • The Senior Subordinated Debt shall have been issued in accordance with the Senior Subordinated Debt Offering Memorandum and the Senior Subordinated Debt Indenture, without any material amendment or waiver thereof except as approved by the Agent and an amount sufficient to redeem the Senior Subordinated Debt (of not less than $200,000,000) in accordance with the Senior Subordinated Debt Offering Memorandum shall have been irrevocably deposited into the Senior Subordinated Debt Escrow Account.

  • All obligations of the Guarantors constitute Guarantor Senior Indebtedness as defined in the Description of Notes set forth in the High Yield Debt Offering Memorandum and will constitute Guarantor Senior Indebtedness under any indenture issued in connection therewith.


More Definitions of Debt Offering Memorandum

Debt Offering Memorandum means the debt offering memorandum of the Partnership substantially in the form contained in the draft of the preliminary prospectus supplement dated November 9, 2010.
Sample 1

Related to Debt Offering Memorandum

  • Final Offering Memorandum shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Company hereby confirms its agreements with the Initial Purchasers as follows:

  • Offering Memorandum means the Offering Memorandum, dated May 7, 2019, related to the issuance and sale of the Initial Notes.

  • Preliminary Offering Memorandum means the preliminary offering memorandum consisting of the Red Xxxxxxx Prospectus and the preliminary international wrap to be used for offer and sale to persons/entities that are resident outside India;

  • Closing Memorandum means the form of closing memorandum to be prepared by Apple for the Closing under this Agreement in which are included the forms of certificates of officers, the opinions of counsel and certain other documents to be delivered at the Closing as provided in Article VII.

  • Preliminary Offering Circular means any preliminary offering circular or memorandum, if any, or any other written preliminary materials authorized by the Issuer to be used in connection with such an Offering. As used herein, the terms “Offering Circular” and “Preliminary Offering Circular” include the material, if any, incorporated by reference therein. We will either, as soon as practicable after the later of the date of the Invitation Wire or the date made available to us by the Issuer, furnish to you (or make available for your review) a copy of any Preliminary Offering Circular or any proof or draft of the Offering Circular. In any event, in any Offering involving an Offering Circular, the Manager will furnish, make available to you, or make arrangements for you to obtain, as soon as practicable after sufficient quantities thereof are made available by the Issuer, copies (which may, to the extent permitted by law, be in electronic form) of the Preliminary Offering Circular and Offering Circular, as amended or supplemented, if applicable (but excluding, for this purpose, documents incorporated therein by reference).

  • Offering Circular means the final offering circular or memorandum, if any, or any other final written materials authorized by the Issuer to be used in connection with an Offering that is not a Registered Offering. “Preliminary Offering Circular” means any preliminary offering circular or memorandum, if any, or any other written preliminary materials authorized by the Issuer to be used in connection with such an Offering. As used herein, the terms “Offering Circular” and “Preliminary Offering Circular” include the material, if any, incorporated by reference therein. We will either, as soon as practicable after the later of the date of the Invitation Wire or the date made available to us by the Issuer, furnish to you (or make available for your review) a copy of any Preliminary Offering Circular or any proof or draft of the Offering Circular. In any event, in any Offering involving an Offering Circular, the Manager will furnish, make available to you, or make arrangements for you to obtain, as soon as practicable after sufficient quantities thereof are made available by the Issuer, copies (which may, to the extent permitted by law, be in electronic form) of the Preliminary Offering Circular and Offering Circular, as amended or supplemented, if applicable (but excluding, for this purpose, documents incorporated therein by reference).

  • Final Offering Circular means the final offering circular relating to the public offering of the Shares as filed with the Commission pursuant to Regulation A of the Rules and Regulations;

  • Pricing Disclosure Package means any Issuer General Use Free Writing Prospectus issued at or prior to the Applicable Time, the Pricing Prospectus and the information included on Schedule 2-A hereto, all considered together.

  • Disclosure Package means (i) the Base Prospectus, (ii) the Preliminary Prospectus used most recently prior to the Execution Time, (iii) the Issuer Free Writing Prospectuses, if any, identified in Schedule III hereto, and (iv) any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package.

  • Preliminary Final Prospectus means any preliminary prospectus supplement to the Basic Prospectus which describes the Securities and the offering thereof and is used prior to filing of the Final Prospectus, together with the Basic Prospectus.

  • Pricing Prospectus means the Base Prospectus, as amended and supplemented immediately prior to the Applicable Time, including any document incorporated by reference therein and any prospectus supplement deemed to be a part thereof.

  • Final Memorandum shall have the meaning set forth in the Purchase Agreement.

  • Final Prospectus Supplement means the prospectus supplement relating to the Securities that was first filed pursuant to Rule 424(b) after the Execution Time, together with the Base Prospectus.

  • Consent Solicitation Memorandum means the consent solicitation memorandum dated 20 October 2021 prepared by the Issuer in relation to the Consent Solicitation;

  • Final Prospectus means the prospectus supplement relating to the Securities that was first filed pursuant to Rule 424(b) after the Execution Time, together with the Base Prospectus.

  • U.S. Prospectus Supplement has the meaning given to it in the fifth paragraph of this Agreement;

  • Handover Memorandum shall have the meaning set forth in Clause 8.2;

  • Canadian Prospectus Supplement means the most recent prospectus supplement to the Canadian Base Prospectus relating to the Shares filed by the Company with the Canadian Qualifying Authorities in accordance with Canadian Securities Laws. As used herein, “Canadian Prospectus” means the Canadian Prospectus Supplement (and any additional Canadian prospectus supplement prepared in accordance with the provisions of this Agreement or any Terms Agreement and filed with the Canadian Qualifying Authorities in accordance with Canadian Securities Laws) together with the Canadian Base Prospectus.

  • Interim Prospectus Supplement means the prospectus supplement relating to the Shares prepared and filed pursuant to Rule 424(b) from time to time as provided by Section 4(x) of this Agreement.

  • Base Prospectus means the base prospectus referred to in paragraph 1(a) above contained in the Registration Statement at the Execution Time.

  • Preliminary Prospectus Supplement means any preliminary prospectus supplement to the Base Prospectus which describes the Securities and the offering thereof and is used prior to filing of the Final Prospectus Supplement, together with the Base Prospectus.

  • U.S. Prospectus means a prospectus that has been prepared in accordance with the disclosure and other requirements of U.S. federal securities law for an offering of securities registered under the 1933 Act.

  • IPO Prospectus means the final prospectus relating to the Initial Public Offering dated October 25, 2012 and filed by the Partnership with the Commission pursuant to Rule 424 of the Securities Act on October 29, 2012.

  • General Disclosure Package means any Issuer General Use Free Writing Prospectuses issued at or prior to the Applicable Time, the most recent preliminary prospectus that is distributed to investors prior to the Applicable Time and the information included on Schedule B-1 hereto, all considered together.

  • Pre-Pricing Prospectus means the preliminary prospectus dated June 8, 2021 relating to the Securities in the form first furnished to the Underwriters for use in connection with the offering of the Securities.

  • Canadian Final Prospectus has the meaning set forth in Section 1(a) hereof.