Exchange Transaction Documents definition

Exchange Transaction Documents means the Offer to Exchange by Claire’s Stores, Inc., CLSIP LLC, Claire’s (Gibraltar) Holdings Limited, dated August 12, 2016, and all documents related to the exchange contemplated therein, including, without limitation, the Term Loan Credit Agreement in substantially the form attached as Annex A-1 to such Offer to Exchange, the Newco Term Loan Credit Agreement in substantially the form attached as Annex A-2 to such Offer to Exchange, the Intellectual Property Agreement between CLSIP LLC and CBI Distributing Corp. referred to therein, the Claire’s Gibraltar Term Loan Credit Agreement in substantially the form attached as Annex A-3 to such Offer to Exchange, together with all collateral agreements, intercreditor agreements and other documents entered into in connection with any of the foregoing.
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Exchange Transaction Documents means the Offer to Exchange by Claire’s Stores, Inc., CLSIP LLC, Claire’s (Gibraltar) Holdings Limited, dated August 12, 2016 (as may be amended or supplemented), and all documents related to the exchange contemplated therein, including, without limitation, each of the “Term Loan Credit Agreements” referred to in such Offer to Exchange and attached thereto as Annexes X-0, X-0 and A-3, together with all collateral agreements, intercreditor agreements and other documents entered into in connection with any of the foregoing.
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Exchange Transaction Documents means this Agreement and the Certificate of Designation (as defined in Section 2 below).
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Examples of Exchange Transaction Documents in a sentence

  • The Underlying Shares, when issued in accordance with the terms of the Exchange Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Exchange Transaction Documents.

  • The Securities are duly authorized and, when issued and paid for in accordance with the applicable Exchange Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Exchange Transaction Documents.

  • No Collateral having a value individually or collectively in excess of $250,000 is in the possession or control of any Person (other than a Pledgor) asserting any claim thereto or security interest therein, except that the Collateral Agent or its designee may have possession and/or control of Collateral as contemplated hereby and by the other Redemption and Exchange Transaction Documents.

  • All questions concerning the construction, validity, enforcement and interpretation of the Exchange Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof.

  • The execution and delivery of the Exchange Transaction Documents, and the consummation by the Company of the transactions contemplated hereby, have been duly authorized by all necessary corporate action and no further action on the part of the Company or its Board of Directors or stockholders is required.

  • In connection with the execution of any amendment, modification, supplement, termination or waiver, the Collateral Agent shall receive an opinion of counsel satisfactory to it to the effect that such action is authorized or permitted by the Redemption and Exchange Transaction Documents.

  • Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Exchange Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York.

  • The execution and delivery by such Holder of this Agreement and the Exchange Transaction Documents and the compliance by such Holder with each of the provisions of this Agreement and the Exchange Transaction Documents (a) are within the power and authority of such Holder and (b) have been duly authorized by all necessary action on the part of such Holder.

  • The Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court, governmental agency or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver or perform any of its obligations under or contemplated by any of the Exchange Transaction Documents in accordance with the terms hereof.

  • The representations and warranties made in the Exchange Transaction Documents by each of the parties thereto are true, correct and accurate in all material respects.


More Definitions of Exchange Transaction Documents

Exchange Transaction Documents means the Offer to Exchange by Claire’s Stores, Inc., CLSIP LLC, CGHL, dated August 12, 2016, and all documents related to the exchange contemplated therein, including, without limitation, the Term Loan Credit Agreement in substantially the form attached as Annex A-1 to such Offer to
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Exchange Transaction Documents means the Offer to Exchange by Claire’s Stores, Inc., CLSIP LLC, Claire’s (Gibraltar) Holdings Limited, dated August 12, 2016, and all Table of Contents documents related to the exchange contemplated therein, including, without limitation, the Term Loan Credit Agreement in substantially the form attached as Annex A-1 to such Offer to Exchange, the Newco Term Loan Credit Agreement in substantially the form attached as Annex A-2 to such Offer to Exchange, the Intellectual Property Agreement between CLSIP LLC and CBI Distributing Corp. referred to therein, the Claire’s Gibraltar Term Loan Credit Agreement in substantially the form attached as Annex A-3 to such Offer to Exchange, together with all collateral agreements, intercreditor agreements and other documents entered into in connection with any of the foregoing.
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Exchange Transaction Documents means (i) in the event the Minimum Senior Subordinated Notes Exchange Condition is not satisfied, the Minority Noteholders Senior Subordinated Notes Exchange Transaction Documents (unless Holdings, at its option, elects to consummate the Alternative Senior Subordinated Notes Exchange Transaction as contemplated by clause (iii) below), (ii) in the event the Minimum Senior Subordinated Notes Exchange Condition is satisfied (and no modification, amendment or waiver to the terms and conditions of the Exchange Transaction Offering Memorandum (or the Exchange Formula specified therein) is required) but the 90% Senior Subordinated Notes Exchange Condition is not satisfied, the Minimum Senior Subordinated Notes Exchange Transaction Documents, (iii) in the event the Minimum Senior Subordinated Notes Indenture Amendment Condition is satisfied and (x) the Minimum Senior Subordinated Notes Exchange Condition is satisfied (and the terms and conditions of the Exchange Transaction Offering Memorandum (and/or the Exchange Formula specified therein) are required to be modified or amended to satisfy such condition) or (y) the Minimum Senior Subordinated Notes Exchange Condition is not satisfied (and Holdings, at its option, elects not to consummate the Minority Noteholders Senior Subordinated Notes Exchange Transaction as contemplated by clause (i) above), the Alternative Senior Subordinated Notes Exchange Transaction Documents and (iv) in the event the 90% Senior Subordinated Notes Exchange Condition is satisfied, (x) the Maximum Senior Subordinated Notes Exchange Transaction Documents and (y) if the Apollo Preferred Stock Exchange Condition is satisfied, the Tranche D Term Loan Exchange Documents.
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Exchange Transaction Documents means the Exchange Agreements and the agreements, instruments and other documents contemplated by or delivered pursuant to the Exchange Agreements and shall include, without limitation, the Release and Settlement Agreement and the Stock Restriction Agreement.
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Related to Exchange Transaction Documents

  • Other Transaction Documents means the Transaction Documents other than this Agreement.

  • Acquisition Documents means the Acquisition Agreement, all other agreements to be entered into between the Target or its Affiliates and Holdings or its Affiliates in connection with the Acquisition and all schedules, exhibits and annexes to each of the foregoing and all side letters, instruments and agreements affecting the terms of the foregoing or entered into in connection therewith.

  • Transaction Documents means this Agreement, the Warrants, all exhibits and schedules thereto and hereto and any other documents or agreements executed in connection with the transactions contemplated hereunder.

  • Permitted Acquisition Documents means with respect to any acquisition proposed by the Borrower or any Subsidiary Guarantor, final copies or substantially final drafts if not executed at the required time of delivery of the purchase agreement, sale agreement, merger agreement or other agreement evidencing such acquisition, including, without limitation, all legal opinions and each other document executed, delivered, contemplated by or prepared in connection therewith and any amendment, modification or supplement to any of the foregoing.

  • Transaction Agreements means the Securities Purchase Agreement, the Debentures, the Joint Escrow Instructions, the Security Agreement, the Registration Rights Agreement, and the Warrants and includes all ancillary documents referred to in those agreements.

  • Transaction Agreement has the meaning set forth in the recitals.

  • Exchange Agreements means the GSK Exchange Agreement, the Pfizer Exchange Agreement and the SLP Exchange Agreement;

  • Merger Documents means, collectively, this Agreement, the Certificate of Merger, and all other agreements and documents entered into in connection with the Merger and the other transactions contemplated hereby.

  • Ancillary Agreements means the Assignment and Assumption Agreement, the Xxxx of Sale, the IP Assignment Agreement, the Confidentiality Agreement, the Transition Services Agreement and the other documents, instruments, exhibits, annexes, schedules or certificates contemplated hereby and thereby.

  • L/C Related Documents has the meaning specified in Section 2.06(b)(i).