Exchange Offering Memorandum definition

Exchange Offering Memorandum means that certain Offering Memorandum and Disclosure Statement soliciting the consent of the holders of the Senior Subordinated Notes.
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Exchange Offering Memorandum has the meaning set forth in the first paragraph of the recitals of this Indenture.
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Exchange Offering Memorandum means the Offering Memorandum related to the offering of Third Lien Notes, dated April 29, 2019, as further supplemented by Supplement No. 1, dated May 13, 2019, Supplement No. 2 dated May 16, 2019, Supplement No. 3 dated May 17, 2019, Supplement No. 4 dated May 21, 2019, Supplement No. 5 dated May 28, 2019 and Supplement No. 6 dated May 30, 2019.
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Examples of Exchange Offering Memorandum in a sentence

  • See “Tax Considerations—Certain Argentine Tax Considerations” in the Exchange Offering Memorandum.

  • Holders, by delivery of their Consents, have also authorized the making of any and all changes to the Indenture and the Notes necessary to give effect to the amendments proposed in the Exchange Offering Memorandum and Consent Solicitation Statement.

  • The complete terms and conditions of the Exchange Offer and Consent Solicitation are set forth in the Exchange Offering Memorandum and related Letter of Transmittal and Consent, which will only be distributed to Eligible Holders who complete and return a letter of eligibility confirming that they are Eligible Holders.

  • Holders (the "Holders") of the Corporation's 10-1/2% Senior Subordinated Notes due 2007 and 11% Senior Subordinated Notes due 2007 (together the "Senior Subordinated Notes") who tender their Senior Subordinated Notes in the "Exchange Offer" (as defined and described in the Consent Solicitation and Exchange Offering Memorandum) shall be deemed to have tendered their Series A Preferred Stock and to have voted in favor of the Restructuring Transactions as aforesaid.

  • The Company furnished to purchasers in a timely manner an Exchange Offering Memorandum and financial information, limited the manner of the offering, promptly filed notices of sales, and limited the number of domestic non-accredited investors to 2.

  • This announcement must be read in conjunction with the Exchange Offering Memorandum and the related Letter of Transmittal and Consent.

  • The Amended Indenture shall be effective on the date hereof, but the amendments therein and any conforming amendments in the Global Notes reissued on the date hereof shall not become operative until delivery of the Total Consideration (as defined in the Exchange Offering Memorandum and Consent Solicitation Statement), which shall be certified to the Trustee in an Officer’s Certificate expected to be delivered to the Trustee on February 12, 2024.

  • Since the date of the most recent financial statements of Holdings incorporated by reference in the Exchange Offering Memorandum, none of the Obligors has sustained any material loss or interference with its respective business from any labor disturbance or dispute.

  • See “Taxation — Certain Argentine Tax Considerations” in the Exchange Offering Memorandum.

  • The Exchange Offer and Consent Solicitation are being made solely pursuant to the Confidential Exchange Offering Memorandum and Consent Solicitation Statement and only to such persons and in such jurisdictions as is permitted under applicable law.


More Definitions of Exchange Offering Memorandum

Exchange Offering Memorandum means the Exchange Offering Memorandum and Consent Solicitation, dated January 23, 2024, relating to the offer to exchange up to €325.0 million principal amount of outstanding Notes for New 2029 Notes and certain cash consideration.
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Exchange Offering Memorandum means the exchange offering memorandum setting forth the terms of the Public Exchange Offer substantially in the form delivered to the Significant Noteholder in connection with the execution of this Agreement.
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Exchange Offering Memorandum means the Offering Memorandum and Consent Solicitation Statement dated as of August [24], 2016
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Related to Exchange Offering Memorandum

  • Offering Memorandum means the preliminary offering memorandum dated March 1, 2021, as supplemented by the related pricing term sheet dated March 1, 2021, relating to the offering and sale of the Notes.

  • 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:

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

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

  • IPO Prospectus means the final prospectus of Purchaser, dated as of February 19, 2020, and filed with the SEC on February 21, 2020 (File No. 333-235949).

  • 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.

  • 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.

  • Prospectus means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated by the Commission pursuant to the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

  • Private Placement Memorandum means offering materials prepared in accordance with Section 4 (including materials referred to therein or incorporated by reference therein, if any) provided to purchasers and prospective purchasers of the Notes, and shall include amendments and supplements thereto which may be prepared from time to time in accordance with this Agreement (other than any amendment or supplement that has been completely superseded by a later amendment or supplement).

  • 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.

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

  • 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).

  • 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.

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

  • Pricing Prospectus means the Preliminary Prospectus, if any, and the Base Prospectus, each 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.

  • Shelf Prospectus means the prospectus included in the Shelf ---------------- Registration Statement, including any preliminary prospectus, and any amendment or supplement thereto, including any supplement relating to the terms of the offering of any portion of the Shelf Registrable Securities covered by the Shelf Registration Statement, and in each case including all material incorporated by reference therein.

  • 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.

  • 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.

  • 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.

  • 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.

  • Initial Prospectus Supplement means the prospectus supplement of the Company relating to the Securities, including the accompanying Base Prospectus, to be prepared and filed by the Company with the SEC pursuant to Rule 424(b)(5) under the Securities Act and in accordance with Section 5(a) hereof, together with all documents and information incorporated therein by reference.

  • 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.

  • Final Offering Circular means the final offering circular relating to the Offered Securities to be offered by the Purchasers that discloses the offering price and other final terms of the Offered Securities and is dated as of the date of this Agreement (even if finalized and issued subsequent to the date of this Agreement).

  • Registration Statement means any registration statement that covers the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.