Notes Offer to Purchase definition

Notes Offer to Purchase has the meaning specified in Section 6.3(a).
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Notes Offer to Purchase. Section 6.9(a)
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Notes Offer to Purchase has the meaning specified in Section 6.4(a).
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Examples of Notes Offer to Purchase in a sentence

  • The aggregate consideration payable to each holder of Notes pursuant to the Notes Tender Offers shall be an amount in cash set forth in the Offer to Purchase and Consent Solicitation Statement made by Parent in connection with the Notes Tender Offers attached as Exhibit A hereto as amended from time to time (the "Notes Offer to Purchase").

  • The Notes Tender Offer shall be made pursuant to an Offer to Purchase and Consent Solicitation Statement prepared by the Company in connection with the Notes Tender Offer in form and substance reasonably satisfactory to Parent (as amended from time to time, the "Notes Offer to Purchase").

  • Parent or its designee hereby agrees to purchase all the Notes so tendered at a purchase price (per $1,000 principal amount) as set forth in the Notes Offer to Purchase or any higher price that may be paid in the Notes Tender Offers; provided, however, that Parent's or its designee's obligation to accept for payment and pay for the Notes in the Notes Tender Offers is subject to all the terms and conditions of the Notes Tender Offers set forth in the Merger Agreement and Annex I thereto.

  • For the avoidance of doubt, the reference in Section 1.2(a) of the Merger Agreement to the Notes Offer to Purchase and the aggregate consideration payable to each holder of Notes refers to the Notes Offer to Purchase and the aggregate consideration payable to each holder of Notes as amended pursuant to the Supplement to the Notes Offer to Purchase attached hereto as Exhibit C.

  • The complete terms and conditions of the 2014 Notes Offer and the 2016 Notes Offer are described in the 2014 and 2016 Notes Offer to Purchase, and the complete terms and conditions of the 2015 Notes Offer are described in the 2015 Notes Offer to Purchase.

  • The terms and conditions of the 2015 Notes Offer are set forth in the Offer to Purchase dated January 19, 2011 (the “2015 Notes Offer to Purchase” and, together with the 2014 and 2016 Notes Offer to Purchase, the “Offers to Purchase”).

  • The Notes Tender Offer shall be made pursuant to an Offer to Purchase and Consent Solicitation Statement prepared by the Company in connection with the Notes Tender Offer in form and substance reasonably satisfactory to Parent and the Company; provided that any such Notes Tender Offer shall be subject to the conditions set forth in Section 6.10(b) (as amended from time to time, the "Notes Offer to Purchase").

  • The Notes Tender Offer shall be made pursuant to an Offer to Purchase and Consent Solicitation Statement prepared by the Company in connection with the Notes Tender Offer in form and substance satisfactory to Parent (as amended from time to time, the "Notes Offer to Purchase").

  • If the Closing occurs, the Company shall not withdraw or terminate the Series 2010 Notes Offer to Purchase.

Related to Notes Offer to Purchase

  • Offer to Purchase means an offer to purchase Notes by the Company from the Holders commenced by mailing a notice to the Trustee and each Holder stating:

  • Net Proceeds Offer has the meaning provided in Section 4.16.

  • Net Proceeds Offer Payment Date has the meaning set forth in Section 4.16.

  • Net Proceeds Offer Amount has the meaning set forth in Section 4.16.

  • Net Proceeds Offer Trigger Date has the meaning set forth in Section 4.16.

  • Asset Sale Offer shall have the meaning specified in Section 4.14.

  • Initial Offer Period means the period determined by the Directors during which Shares of any class are offered by the ICAV for purchase or subscription at the Initial Price.

  • Asset Sale Offer Amount shall have the meaning specified in Section 4.14.

  • Change of Control Offer has the meaning provided in Section 4.15.

  • Initial Offer means the initial offer of Participating Shares in a Fund as set out in the applicable Supplement;

  • Final Offer means the offer on which a resource was dispatched by the Office of the Interconnection for a particular clock hour for the Operating Day. Final RTO Unforced Capacity Obligation:

  • Repurchase Offer has the meaning set forth in Section 3.04.

  • Purchase Offer shall have the meaning assigned to such term in Section 2.25(a).

  • Initial Offer Price means the initial price payable for a Share as specified in the relevant Supplement for each Fund.

  • Sell Offer means an offer to sell Capacity Resources in a Base Residual Auction, Incremental Auction, or Reliability Backstop Auction.

  • First Offer Period has the meaning set forth in Section 13.5.

  • pre-emptive offer means an offer of equity securities open for acceptance for a period fixed by the Directors to holders (other than the Company) on the register on a record date fixed by the Directors of ordinary shares in proportion to their respective holdings but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory;

  • New Notes shall have the meaning assigned to such term in Section 32.

  • Pari Passu Indebtedness means any Indebtedness of the Issuer or any Guarantor that ranks pari passu in right of payment with the Notes or the Note Guarantees, as applicable.

  • Qualifying Notes means, with respect to each applicable series of senior preferred debt securities, each series of senior non preferred debt securities and each series of subordinated debt securities, at any time, any securities issued directly by Banco Santander that have terms not otherwise materially less favorable to the holders of the senior preferred debt securities of such series, senior non preferred debt securities of such series or subordinated debt securities of such series than the terms of the senior preferred debt securities of such series, senior non preferred debt securities of such series or subordinated debt securities of such series, as applicable, provided that Banco Santander shall have delivered a certificate signed by two directors of Banco Santander to that effect to the Trustee not less than five Business Days prior to (x) in the case of a substitution of the senior preferred debt securities of the applicable series, the senior non preferred debt securities of any series or the subordinated debt securities of any series, as applicable, pursuant to “—Substitution and Variation”, the issue date of the relevant securities or (y) in the case of a variation of the senior preferred debt securities of the applicable series, the senior non preferred debt securities of any series or the subordinated debt securities of any series, as applicable, pursuant to “—Substitution and Variation”, the date such variation becomes effective, provided that such securities shall:

  • Tender Offer means a takeover offer, tender offer, exchange offer, solicitation, proposal or other event by any entity or person that results in such entity or person purchasing, or otherwise obtaining or having the right to obtain, by conversion or other means, greater than 10 per cent. and less than 100 per cent. of the outstanding voting shares of the Share Company, as determined by the Determination Agent, based upon the making of filings with governmental or self-regulatory agencies or such other information as the Determination Agent deems relevant.

  • Tender Offer Date means, in respect of a Tender Offer, the date on which voting Shares in the amount of the applicable percentage threshold are actually purchased or otherwise obtained (as determined by the Calculation Agent).

  • New Secured Notes means the $550 million of first lien secured notes to be issued by New Valaris Holdco comprising (i) the Rights Offering New Secured Notes to be issued in the Rights Offering on the terms set forth in the New Secured Notes Term Sheet attached as Exhibit 2 to the Restructuring Term Sheet and the Rights Offering Procedures, (ii) the Holdback Notes to be issued on the terms set forth in the Backstop Agreement,