Exchange Offers and Rights Offering definition

Exchange Offers and Rights Offering means the exchange offers for the Company’s then outstanding 13.75%/14.50% Senior Secured PIK/Toggle Notes due 2018 and the then outstanding 13.5% Senior Subordinated Notes due 2018 of Affinion Investments, LLC and the rights offering for 7.5% Cash/PIK Senior Notes due 2018 of Affinion International Holdings and shares of Company Common Stock, in each case settling on or about the original execution date of this Agreement.
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Examples of Exchange Offers and Rights Offering in a sentence

  • This Agreement is being entered into in connection with the issuance of all of the outstanding Common Stock, par value $0.01 per share, of the Company (“Company Common Stock”) on the Effective Date to the Stockholders pursuant to the Exchange Offers and Rights Offering in accordance with the terms thereof.

  • Listing Requirement Pursuant to the Shareholders Agreement, Affinion Holdings is obligated to use commercially reasonable efforts to qualify the New Common Stock for quotation on the OTC Bulletin Board as promptly as practicable following the closing of the Exchange Offers and Rights Offering (the “Settlement Date”).

  • In addition, on November 9, 2015, in connection with the consummation of the Exchange Offers and Rights Offering, the Committee adjusted the terms of stock options (the “2005 Options”) issued and outstanding under the 2005 Plan and retention units (“Retention Units”) issued and outstanding under the 2007 Plan (the “Adjustment”).

  • On November 10, 2015, Affinion Holdings issued a press release announcing the completion of the Exchange Offers and Rights Offering.

  • On November 9, 2015, in connection with the consummation of the Exchange Offers and Rights Offering, the Committee approved the cancellation of all stock options (the “Underwater Options”) previously issued and outstanding under Affinion Holdings’ 2007 Stock Award Plan (the “2007 Plan”) and the Webloyalty Holdings, Inc.

  • In addition, in connection with the appointment of the new directors as described more fully in Item 5.02(d) to this Current Report on Form 8-K, Parent and General Atlantic consented to an increase in the size of the boards of directors from 9 to 11 members, effectively immediately prior to the consummation of the Exchange Offers and Rights Offering (which size has subsequently been reduced to 5, without further action, by operation of the Shareholders Agreement and Fourth Amended and Restated Bylaws).

  • Awards previously issued under the 2007 Plan that are payable in cash were not affected by the Exchange Offers and Rights Offering and will remain payable in accordance with their terms.

Related to Exchange Offers and Rights Offering

  • Exchange Offer means the exchange offer by the Company of Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof.

  • Exchange Offer Registration means a registration under the Securities Act effected pursuant to Section 2(a) hereof.

  • Rights Offering has the meaning set forth in Section 4.1(b);

  • Exchange Offer Registration Period means the 180-day period following the consummation of the Registered Exchange Offer, exclusive of any period during which any stop order shall be in effect suspending the effectiveness of the Exchange Offer Registration Statement.

  • Private Offering means the private offering of Preferred Stock pursuant to the Memorandum.

  • Exchange Offer Registration Statement means an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.

  • Permitted Debt Exchange Offer shall have the meaning provided in Section 2.15(a).

  • Rule 415 Offering means an offering on a delayed or continuous basis pursuant to Rule 415 (or any successor rule to similar effect) promulgated under the Securities Act.

  • Initial Public Offering” (“IPO means an offering of securities registered under the 1933 Act, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the 1934 Act.

  • Rights Offering Procedures means the procedures governing the Rights Offering, which procedures are attached as an exhibit to the Disclosure Statement, and shall be Acceptable to the Debtors and each of the Required Parties.

  • Rights Offering Shares means the shares of New Common Stock (including all Unsubscribed Shares purchased by the Commitment Parties pursuant to this Agreement) distributed pursuant to and in accordance with the Rights Offering Procedures.

  • Initial Public Offering means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934.

  • Piggyback Offering has the meaning set forth in Section 8(a).

  • Registered Exchange Offer means the offer by the Company, pursuant to the Registration Rights Agreement, to certain Holders of Initial Notes, to issue and deliver to such Holders, in exchange for their Initial Notes, a like aggregate principal amount of Exchange Notes registered under the Securities Act.

  • Qualifying Public Offering means a firm commitment underwritten public offering of Stock for cash where the shares of Stock registered under the Securities Act are listed on a national securities exchange.

  • TERMINATION OF THE INITIAL PUBLIC OFFERING means the earlier of (i) the date on which the Initial Public Offering expires or is terminated by the Company or (ii) the date on which all shares of stock offered in the Initial Public Offering are sold, excluding warrants, if any, offered thereunder and shares that may be acquired upon exercise of such warrants and shares offered thereunder that may be acquired pursuant to the Reinvestment Plan.

  • Registration Deadline means the day falling 90 Registration Business Days after the Issue Date;

  • Initial Public Offering” or “IPO means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934.

  • Qualified Initial Public Offering means a public offering of the securities of Parent pursuant to an effective registration statement filed under the Securities Act, that is fully underwritten pursuant to a firm commitment contract and with respect to which the product of (a) the price to the public per share multiplied by (b) the aggregate number of offered shares will yield Net Offering Proceeds of at least $50,000,000.

  • Qualifying Offering means a private offering of *****’s equity securities (or securities convertible into or exercisable for *****’s equity securities) for cash (or in satisfaction of debt issued for cash) having its final closing on or after the date of this Agreement and which includes investment by one or more venture capital, professional angel, corporate or other similar institutional investors other than Stanford. For the avoidance of doubt, if ***** is a limited liability company, then “equity securities” means limited liability company interests in *****.

  • Exchange and Registration Rights Agreement means the Exchange and Registration Rights Agreement, dated as of December 17, 1997, among Oglethorpe, the Funding Corporation and the Purchasers, as the same may be amended, modified or supplemented from time to time in accordance with the provisions thereof.

  • Public Offering means the sale in an underwritten public offering registered under the Securities Act of equity securities of the Company or a corporate successor to the Company.

  • Offering shall have the meaning ascribed to such term in Section 2.1(c).

  • Subsequent Offering means any further issuance of Interests in any Series, excluding any Initial Offering or Transfer.

  • Exchange Registration Statement shall have the meaning assigned thereto in Section 2(a) hereof.

  • Exchange Registration shall have the meaning assigned thereto in Section 3(c) hereof.