Preference Offering Memorandum definition

Preference Offering Memorandum means with respect to any date or time referred to in this Agreement, the final Preference Offering Memorandum (including any amendment or supplement thereto) including exhibits thereto and any documents incorporated by reference, which has been prepared and delivered by the Company to the Chase Purchasers in connection with the sale of the MG Securities. Simultaneously with the execution of this Agreement , the Company is entering into a separate purchase agreement (the "Note Purchase Agreement") for the sale of 256,800 the Company's units (the "Note Units"), each Note Unit consisting of $1,000 aggregate principal amount at maturity of the Company's 14 1/2 Senior Discount Notes due 2009 (the "Notes") and four warrants (each a "Note Warrant" and collectively, the "Note Warrants" and, together with the Note Units and the Notes, the "Note Securities"). The Note Warrants entitle the holders thereof to purchase an aggregate of 1,813,665 shares of Common Stock. The Notes are to be issued pursuant to an indenture dated as of January 27, 1999 (the "Indenture") between the Company and Bankers Trust Company, as trustee (the "Trustee") and the Note Warrants are to be issued pursuant to a warrant agreement dated as of January 27,1999 (the "Note Warrant Agreement") between the Company and Bankers Trust Company, as warrant agent (the "Note Warrant Agent"). The holders of the Note and the Note Warrants will be entitled to the benefits of two Registration Rights Agreements (the "Note Registration Rights Agreement" and the "Note Warrant Registration Rights Agreement", respectively) which provide for the registration of the Notes and the Note Warrants under the 1933 Act under certain circumstances set forth therein. The Indenture, the Note Warrant Agreement, the Note Registration Rights Agreement and the Note Warrant Registration Rights Agreement are sometimes referred to herein as the "Note Agreements." All references in this Agreement to financial statements and schedules and other information which are "contained," "included" or "stated" in the Preference Offering Memorandum (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information, if any, which are incorporated by reference in the Preference Offering Memorandum.
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Examples of Preference Offering Memorandum in a sentence

  • The aggregate of all pending legal or governmental proceedings to which the Company or any subsidiary thereof is a party or of which any of their respective property or assets is the subject which are not described in the Preference Offering Memorandum, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.

  • Neither of its date nor as of the Closing Time the Preference Offering Memorandum, including any amendment or supplement thereto, includes or will include an untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

  • To the knowledge of the Company, except as described in the Preference Offering Memorandum, there exists no reason or cause that could justify the variation, suspension, cancellation or termination of any such Governmental Licenses held by the Company or any of its subsidiaries with respect to the construction or operation of their respective businesses, which variation, suspension, cancellation or termination could reasonably be expected to have a Material Adverse Effect.

  • The accountants who certified the financial statements and supporting schedules included in the Preference Offering Memorandum are independent certified public accountants with respect to the Company and its subsidiaries within the meaning of Regulation S-X under the 1933 Act.

  • There are no contracts or documents of a character that would be required to be described in the Preference Offering Memorandum, if it were a prospectus filed as part of a registration statement on Form S-3 under the 1933 Act, that are not described as would be so required.

  • Except as otherwise disclosed in the Preference Offering Memorandum, the Company and each of its subsidiaries carry, or are covered by, insurance in such amounts and covering such risks as is adequate for the conduct of their respective businesses and the value of their respective properties and as is customary for companies engaged in similar businesses or similar industries in similar locations.

  • As of December 31, 1998, the Company had at least 675,000 basic cable subscribers and had sold approximately 125,000 Wizja TV packages to authorized retailers in Poland (as described in the Preference Offering Memorandum).

  • The transfer restrictions and the other provisions set forth in the Preference Offering Memorandum under the heading "Notice to Investors", including the legend required thereby, shall apply to the Preference Securities except as otherwise agreed by the Company and the Chase Purchasers.

  • The Company, as promptly as possible, will furnish to each Chase Purchaser, without charge, such number of copies of the Preference Offering Memorandum and any amendments and supplements thereto and documents incorporated by reference therein as the Chase Purchaser may reasonably request.

  • Subject to compliance by the Chase Purchasers with the representations and warranties set forth in Section 2 and the procedures set forth in Section 6 hereof, it is not necessary in connection with the offer, sale and delivery of the Preference Securities to the Chase Purchasers in the manner contemplated by this Agreement, the Preference Warrant Agreement and the Preference Offering Memorandum to register the Preference Securities under the 1933 Act.