New Exchangeable Notes definition
Examples of New Exchangeable Notes in a sentence
The Existing Notes, the Existing Convertible Notes, the Existing Notes Indenture, the New Notes, the New Exchangeable Notes, the AMB Common Stock including the Underlying Securities, the New Notes Indenture and the Thirteenth Supplemental Indenture conform in all material respects to the descriptions thereof contained in the Preliminary Prospectus, Disclosure Package and the Prospectus.
Neither the AMB REIT nor the AMB Operating Partnership is, and after giving effect to the offering and issuance of the New Notes and New Exchangeable Notes and the cancellation of the Existing Notes and Existing Convertible Notes as described in the Preliminary Prospectus, the Disclosure Package and the Prospectus will be, an “investment company” within the meaning of the Investment Company Act.
The AMB REIT and the AMB Operating Partnership have prepared and filed with the Commission and a registration statement on Form S-4, including a related Preliminary Prospectus for registration under the Securities Act of the New Notes, the New Exchangeable Notes and the related Guarantees to be issued in the Exchange Offers (including any amendment thereto, the “Registration Statement”).
The AMB REIT and the AMB Operating Partnership will as promptly as practicable advise the Dealer Managers of the receipt by the AMB REIT or the AMB Operating Partnership of any notification with respect to the suspension of the qualification of the New Notes or the New Exchangeable Notes for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose.
The Issuer will use reasonable best efforts to comply with the agreements set forth in the representation letter of the Issuer to DTC relating to the approval of the New Exchangeable Notes and the Exchange Shares by DTC for “book-entry” transfer.
The Guarantees have been duly authorized for issuance pursuant to the New Exchangeable Notes Indenture and, at the Closing, will have been duly executed by each of the Guarantors and will constitute valid and binding agreements of the Guarantors, enforceable in accordance with their terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally.
The Holder (and each beneficial owner of the Exchanged Notes for which such Holder acts as investment advisor) acknowledges that no representations, express or implied, are being made with respect to the Credit Parties, the Exchange Shares, the New Exchangeable Notes, the relative rights of creditors to any assets of any Credit Party, or otherwise, other than those expressly set forth herein.
In particular, no offer of the New Exchangeable Notes may be made in circumstances which would require the publication by the Issuer of a prospectus under the Prospectus (Directive 2003/71/EC) (as amended).
If the Supporting Noteholders have already nominated a Notes Director pursuant to the New Exchangeable Notes Indenture, the Supporting Noteholders shall not have the right to nominate a Notes Director hereunder.
Such Holder (and each beneficial owner of the Exchanged Notes for which such Holder acts as investment advisor) will only sell or otherwise transfer the New Exchangeable Notes in accordance with the New Exchangeable Notes Indenture, as applicable.