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., the Borrower, 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 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.

  • 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 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.

  • 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 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.

  • 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.

  • The Company’s obligations to pay any partial liquidated damages or other amounts owing under the Exchange Transaction Documents is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages and other amounts due thereunder have been paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated damages or other amounts are due and payable shall have been canceled.

  • If either party shall commence an action or proceeding to enforce any provisions of the Exchange Transaction Documents, then in addition to the obligations of the Company under Section 7.8, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.


More Definitions of Exchange Transaction Documents

Exchange Transaction Documents means this Agreement and the Certificate of Designation (as defined in Section 2
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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 (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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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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Related to Exchange Transaction Documents

  • 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.

  • 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.

  • Purchase Documents The mortgage purchase agreements between Xxxxxxx Mac and its Mortgage sellers and servicers, which are the contracts that govern the purchase and servicing of Mortgages and which include, among other things, the Guide and any negotiated modifications, amendments or supplements to the Guide.

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

  • Ancillary Agreements means all agreements, certificates and other instruments delivered or given pursuant to this Agreement.