Exchange Memorandum definition

Exchange Memorandum means this document, including its appendices. “Exchange Instructions” see “Offer(s)”.
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Exchange Memorandum means the offering memorandum, dated June 23, 2020, relating to the offering by the Issuer to eligible holders of Old Notes to exchange such Old Notes for the Notes.
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Exchange Memorandum means this document, including its appendices.
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Examples of Exchange Memorandum in a sentence

  • Capitalized terms used and not defined herein have the respective meanings ascribed to them in the Exchange Memorandum.

  • Each Shareholder and Optionholder hereby -------------------- consents to the terms of the transactions set forth in that Confidential Private Placement Offering Exchange Memorandum dated as of June ___, 1996.

  • This Agreement, together with the Plan and the Exchange Memorandum contains the entire agreement between the parties hereto with respect to the Participant’s forfeiture of his rights under the SVIP in exchange for this RSU award, and supersedes all prior agreements or prior understandings, whether written or oral, between the parties relating to such subject matter.

  • This Agreement, together with the Plan and the Exchange Memorandum contains the entire agreement between the parties hereto with respect to the Participant’s forfeiture of his rights under the SVIP in exchange for this SAR award, and supersedes all prior agreements or prior understandings, whether written or oral, between the parties relating to such subject matter.

  • Such Shareholder or Optionholder (or, if --------------------- applicable, such Shareholder's or Optionholder's purchaser representative) has received and read a copy of that Confidential Private Placement Offering Exchange Memorandum dated as of June ___, 1996, and has had an opportunity to discuss the Company's business, management and financial affairs with its management and to ask questions of officers of the Company, which questions were answered to its satisfaction.

  • Please refer to Section 7 of the Option Exchange Memorandum for more --------- information on our past stock prices.

  • The Joint Share Exchange Memorandum of Understanding is not binding.

  • Upon the terms and subject to the conditions set forth in the Exchange Memorandum and accompanying Letter of Transmittal, receipt of which is hereby acknowledged, the undersigned hereby tenders to Classic Cable, Inc., a Delaware corporation (the "Company"), $_______________ principal amount (at maturity) of Old Notes, pursuant to the Guaranteed Delivery Procedures set forth in the Exchange Memorandum and accompanying Letter of Transmittal.

  • You should review this Summary of Terms, the ---------------- accompanying Option Exchange Memorandum, the Election Forms and the attachments to those documents, and consult with your tax or financial advisor before making your election.

  • Upon the terms and subject to the conditions set forth in the Exchange Memorandum and accompanying Letter of Transmittal, receipt of which is hereby acknowledged, the undersigned hereby tenders to Classic Communications, Inc., a Delaware corporation (the "Company"), $_______________ principal amount (at maturity) of Old Notes, pursuant to the Guaranteed Delivery Procedures set forth in the Exchange Memorandum and accompanying Letter of Transmittal.

Related to Exchange Memorandum

  • Offering Memorandum means the preliminary offering memorandum dated August 9, 2021, as supplemented by the related pricing term sheet dated August 10, 2021, relating to the offering and sale of the Notes.

  • Preliminary Offering Memorandum means the Preliminary Offering Memorandum, dated June 19, 2013, relating to the Offered Securities to be offered by the Purchasers.

  • Procedures Memorandum means administrative procedures and guidelines relating to the settlement of issues of Notes as shall be agreed upon from time to time by the Issuers, the Note Trustee, the Permanent Dealers (as defined in the Dealer Agreement) and the Issuing and Paying Agent and which, at the date of this Trust Deed, are set out in Schedule A (Procedures Memorandum) to the Dealer Agreement.

  • 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:

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

  • 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.

  • 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.

  • Prospectus means the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.

  • Explanatory Memorandum means this explanatory memorandum.

  • 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).

  • Disclosure Package means, with respect to any specific offering of the Offered Securities, (i) the Preliminary Final Prospectus, if any, used most recently prior to the Applicable Time, (ii) the Issuer Free Writing Prospectuses, if any, identified in Schedule B to the Terms Agreement, (iii) the final term sheet prepared and filed pursuant to Section 4(c) hereto, if any, 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.

  • 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.

  • Final Prospectus Supplement has the meaning set forth in the Preliminary Statement hereto.

  • 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).

  • Preliminary Prospectus Supplement 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 Prospectus. "Prospectus" shall mean the prospectus supplement relating to the Securities that is first filed pursuant to Rule 424(b) after the Execution Time, together with the Basic Prospectus or, if no filing pursuant to Rule 424(b) is required, shall mean the prospectus supplement relating to the Securities, including the Basic Prospectus, included in the Registration Statement at the Effective Date. "Rule 430A Information" means information with respect to the Securities and the offering of the Securities permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A. "Rule 415", "Rule 424", "Rule 430A" and "Regulation S-K" refer to such rules or regulations under the Act. Any reference herein to the Registration Statement, the Basic Prospectus, a Preliminary Prospectus Supplement or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on or before the Effective Date of the Registration Statement or the issue date of the Basic Prospectus, such Preliminary Prospectus Supplement or the Prospectus, as the case may be; and any reference herein to the terms "amend", "amendment" or "supplement" with respect to the Registration Statement, the Basic Prospectus, any Preliminary Prospectus Supplement or the Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the Registration Statement, or the issue date of the Basic Prospectus, any Preliminary Prospectus Supplement or the Prospectus, as the case may be, deemed to be incorporated therein by reference.