Offering Memorandum and Disclosure Statement definition

Offering Memorandum and Disclosure Statement means the Offering Memorandum, Consent Solicitation and Disclosure Statement Soliciting Acceptances of a Prepackaged Plan of Reorganization dated March 8, 2013, relating to the Notes, as amended and supplemented.
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Offering Memorandum and Disclosure Statement means that certain document entitled Confidential Offering Memorandum, Consent Solicitation, and Disclosure Statement Soliciting Acceptances of a Prepackaged Plan of Reorganization, dated February 25, 2013.
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Examples of Offering Memorandum and Disclosure Statement in a sentence

  • The Debtors do not believe that such increased percentage of New Common Interests distributable to holders of Junior Subordinated Note Claims requires resolicitation of the Offering Memorandum and Disclosure Statement and/or the Plan of Reorganization under applicable securities laws and/or the Bankruptcy Code, and the Debtors have not extended the Voting Deadline on this basis.

  • As previously disclosed in the Offering Memorandum and Disclosure Statement and the First Amended Plan, the Debtors anticipated modifying the treatment of holders of Class 13 Junior Subordinated Note Claims to provide an increased percentage of 1.5% of New Common Interests, and this Plan has accordingly been so modified.

  • The terms of the New Notes are substantially set forth in the Offering Memorandum and Disclosure Statement and the amendment(s) and supplement(s) thereto.

  • This possibility was previously described in the Offering Memorandum and Disclosure Statement dated October 16, 2009.

  • See “The Support Agreement.”Accrual of InterestOther than as set forth in the table on the front cover of this Offering Memorandum and Disclosure Statement, Eligible Holders will not receive any payment, including for accrued and unpaid interest, with respect to the Genco Notes pursuant to the Exchange Offer.However, Genco intends to make the interest payment due on December 1, 2016 on the 2032 Notes as required by the Support Agreement.

  • Dynegy reserves the right to extend the Exchange Offer and Indenture Consent Solicitation at any time and for any reason after consultation with Genco and the Supporting Noteholders.Eligible Holders who desire to receive the applicable consideration (as described in the table on the front cover of this Offering Memorandum and Disclosure Statement) with respect to their Genco Notes must (i) tender their Genco Notes in the Exchange Offer and (ii) consent to the applicable Proposed Amendments.

  • The Filing Entities believe that the use of the Offering Memorandum and Disclosure Statement and Ballots for the purpose of obtaining acceptances of the Plan of Reorganization and the Filing Entities’ solicitation of the Plan of Reorganization is in compliance with the Bankruptcy Code.

  • The acceptance of the Plan by each of the Consenting Stakeholders will not be solicited until such Parties have received the Offering Memorandum and Disclosure Statement and related ballots in accordance with applicable law, and will be subject to sections 1125, 1126, and 1127 of the Bankruptcy Code.

  • If not, the Company will have to revise this Offering Memorandum and Disclosure Statement, submit the revision to the Bankruptcy Court for approval, and resolicit votes on the Plan.

  • See Section VI.B.2 of this Offering Memorandum and Disclosure Statement for an explanation of the calculation of these amounts).

Related to Offering Memorandum and Disclosure Statement

  • Risk Disclosure Statement means the document setting out general information in respect of the risks associated with utilising our Services;

  • Disclosure Statement means the related disclosure statement with respect to the Plan.

  • Disclosure Statement Order means the order entered by the Bankruptcy Court (a) approving the Disclosure Statement as containing adequate information required under section 1125 of the Bankruptcy Code, and (b) authorizing the use of the Disclosure Statement for soliciting votes on the Plan.

  • Pricing Disclosure Package means any Issuer General Use Free Writing Prospectus issued at or prior to the Applicable Time, the Pricing Prospectus and the information included on Schedule 2-A hereto, all considered together.

  • Joint Proxy Statement/Prospectus has the meaning set forth in Section 6.1(a).

  • Procedures Memorandum means the Operating and Administrative Procedures Memorandum as amended or varied from time to time (in respect of any Tranche) by agreement between the Issuer and the relevant Dealer or Lead Manager with the approval in writing of the Agent;

  • Proxy Statement/Prospectus has the meaning set forth in Section 6.03(a).

  • Company Proxy Statement has the meaning set forth in Section 3.5.

  • Closing Memorandum means the form of closing memorandum to be prepared by Apple for the Closing under this Agreement in which are included the forms of certificates of officers, the opinions of counsel and certain other documents to be delivered at the Closing as provided in Article VII.

  • Offering Memorandum means the preliminary offering memorandum dated May 12, 2020, as supplemented by the related pricing term sheet dated May 12, 2020, relating to the offering and sale of the Notes.

  • Handover Memorandum shall have the meaning set forth in Clause 8.2;

  • Public Disclosure Documents means, collectively, all of the documents which have been filed by or on behalf of the Borrower with the relevant Securities Regulators pursuant to the requirements of Securities Laws, including all documents publicly available on the Borrower’s SEDAR profile.

  • Company Disclosure Documents is defined in Section 3.4(g) of the Agreement.

  • L/C Documents means, with respect to any Letter of Credit, such Letter of Credit, any amendments thereto, any documents delivered in connection therewith, any application therefor, and any agreements, instruments, guarantees or other documents (whether general in application or applicable only to such Letter of Credit) governing or providing for (i) the rights and obligations of the parties concerned or at risk or (ii) any collateral security for such obligations.

  • Disclosure Documents is defined in Section 5.3.

  • Information Statement has the meaning set forth in Section 6.6.

  • Preliminary Offering Memorandum means the preliminary offering memorandum consisting of the Red Xxxxxxx Prospectus and the preliminary international wrap to be used for offer and sale to persons/entities that are resident outside India;

  • Final Memorandum shall have the meaning set forth in the Purchase Agreement.

  • Final Offering Memorandum shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Company hereby confirms its agreements with the Initial Purchasers as follows:

  • General Disclosure Package means any Issuer General Use Free Writing Prospectuses issued at or prior to the Applicable Time, the most recent preliminary prospectus that is distributed to investors prior to the Applicable Time and the information included on Schedule B-1 hereto, all considered together.

  • Company Circular means the notice of the Company Meeting and accompanying management information circular, including all schedules, appendices and exhibits to, and information incorporated by reference in, such management information circular, to be sent to the Company Shareholders in connection with the Company Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of this Agreement.

  • Interim Prospectus Supplement means the prospectus supplement relating to the Shares prepared and filed pursuant to Rule 424(b) from time to time as provided by Section 4(x) of this Agreement.

  • SEC Filings has the meaning set forth in Section 4.6.

  • Required Disclosure Date means (x) if such Buyer authorized the delivery of such Confidential Information, either (I) if the Company and such Buyer have mutually agreed upon a date (as evidenced by an e-mail or other writing) of Disclosure of such Confidential Information, such agreed upon date or (II) otherwise, the seventh (7th) calendar day after the date such Buyer first received any Confidential Information or (y) if such Buyer did not authorize the delivery of such Confidential Information, the first (1st) Business Day after such Buyer’s receipt of such Confidential Information.

  • Proxy Statement has the meaning set forth in Section 6.03(a).

  • Restructuring Transactions Memorandum means a document, to be included in the Plan Supplement, that sets forth the material components of the Restructuring Transactions and a description of the steps to be carried out to effectuate the Restructuring Transactions in accordance with the Plan, including the reorganization of the Debtors and issuance of the New Valaris Equity, through the Chapter 11 Cases, the Plan, or any Implementation Mechanism (including, in the United Kingdom, through the Administration).