Private Debt Exchange definition

Private Debt Exchange means a private exchange pursuant to which one or more members of the Parent Group shall Sell some or all of their Registrable Securities to one or more Participating Banks in exchange for the satisfaction of Debt, in a transaction or transactions not required to be registered under the Securities Act.
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Private Debt Exchange means a private exchange with one or more Participating Banks pursuant to which such Participating Banks shall exchange Debt Securities with Ralcorp for some or all of the Retained Shares in a transaction that is not required to be registered under the Securities Act.
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Private Debt Exchange has the meaning set forth in the recitals to this Agreement.
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Examples of Private Debt Exchange in a sentence

  • If one or more members of the Parent Group decide to engage in a Private Debt Exchange with one or more Participating Banks, SpinCo shall enter into a registration rights agreement with the Participating Banks in connection with such Private Debt Exchange on terms and conditions consistent with this Agreement (other than the voting provisions contained in Section 3.01 hereof) and reasonably satisfactory to SpinCo and the Parent Group.

  • If one or more members of the Parent Group decides to engage in a Private Debt Exchange with one or more Participating Banks, UpstreamCo shall enter into a registration rights agreement with the Participating Banks in connection with such Private Debt Exchange on terms and conditions consistent with this Agreement (other than the voting provisions contained in Article III hereof) and reasonably satisfactory to UpstreamCo and the Parent Group.

  • If one or more members of the Parent Group decides to engage in a Private Debt Exchange with one or more Participating Banks, SpinCo shall enter into a registration rights agreement with the Participating Banks in connection with such Private Debt Exchange on terms and conditions consistent with this Agreement (other than the voting provisions contained in Article III hereof) and reasonably satisfactory to SpinCo and the Parent Group.

  • If one or more members of the JDSU Group decides to engage in a Private Debt Exchange with one or more Participating Banks, Lumentum shall enter into a registration rights agreement with the Participating Banks in connection with such Private Debt Exchange on terms and conditions consistent with this Agreement (other than the voting provisions contained in Article III hereof) and reasonably satisfactory to Lumentum and the JDSU Group.

  • If Sunoco decides to engage in a Private Debt Exchange with one or more Participating Banks, SunCoke agrees that it will enter into a registration rights agreement with the Participating Banks at the time of such Private Debt Exchange on terms and conditions consistent with this Agreement and reasonably satisfactory to SunCoke.

  • If Pfizer decides to engage in a Private Debt Exchange with one or more Participating Banks, Zoetis agrees that it will enter into a registration rights agreement with the Participating Banks at the time of such Private Debt Exchange on terms and conditions consistent with this Agreement and reasonably satisfactory to Zoetis.

  • If Ralcorp decides to engage in a Private Debt Exchange with one or more Participating Banks, Post agrees that it will enter into a registration rights agreement with the Participating Banks at the time of such Private Debt Exchange on terms and conditions consistent with this Agreement (other than the voting provisions contained in Article III hereof) and reasonably satisfactory to Post.

  • In addition, Zoetis shall execute and deliver all additional documents, agreements and instruments and shall take any and all actions reasonably requested by Pfizer in connection with any Private Debt Exchange.

  • If the Parent decides to engage in a Private Debt Exchange with one or more Participating Banks, the Company agrees that it will enter into a registration rights agreement with the Participating Banks at the time of such Private Debt Exchange on terms and conditions consistent with this Agreement (other than the voting provisions contained in Article III hereof) and reasonably satisfactory to the Company.

  • If one or more members of the Valero Group decides to engage in a Private Debt Exchange with one or more Participating Banks, Corner Store shall enter into a registration rights agreement with the Participating Banks in connection with such Private Debt Exchange on terms and conditions consistent with this Agreement (other than the voting provisions contained in Article III hereof) and reasonably satisfactory to Corner Store and the Valero Group.


More Definitions of Private Debt Exchange

Private Debt Exchange means a private exchange pursuant to which one or more members of the JDSU Group shall Sell some or all of their Registrable Securities to one or more Participating Banks in exchange, directly or indirectly, for any equity interest of JDSU or the satisfaction of Debt, in a transaction or series of transactions not required to be registered under the Securities Act.
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Private Debt Exchange means a private exchange pursuant to which one or more members of the Valero Group shall Sell some or all of their Registrable Securities to one or more Participating Banks in exchange for the satisfaction of Debt, in a transaction or transactions not required to be registered under the Securities Act.
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Private Debt Exchange means a private exchange pursuant to which one or more members of the WHI Group shall Sell some or all of their Registrable Securities to one or more Participating Banks in exchange for Debt in a transaction or transactions not required to be registered under the Securities Act.
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Private Debt Exchange shall have the meaning set forth in Section 4.2(a).
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Related to Private Debt Exchange

  • Permitted Debt Exchange shall have the meaning provided in Section 2.15(a).

  • Permitted Debt Exchange Offer shall have the meaning provided in Section 2.15(a).

  • Permitted Debt Exchange Notes shall have the meaning provided in Section 2.15(a).

  • Interest exchange means the acquisition of an ownership or membership interest in a domestic entity as provided by Subchapter B, Chapter 10. The term does not include a merger or conversion.

  • Securities Financing Transactions means collectively securities lending transactions, sale and repurchase transactions and reverse repurchase transactions.

  • National Securities Exchange means an exchange registered with the Commission under Section 6(a) of the Exchange Act or any successor thereto.

  • Private Placement Transaction means a “limited offering” as defined from time to time in Rule 17j-l under the 1940 Act or any applicable successor provision. Currently, this means an offering exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or 4(6) or Rule 504, 505 or 506 under that Act, including hedge funds.

  • securities financing transaction or 'SFT' means a repurchase transaction, a securities or commodities lending or borrowing transaction, or a margin lending transaction;

  • Private Exchange Notes See Section 2(b) hereof.

  • Primary Exchange means, with respect to each Index constituent or each constituent underlying a Successor Index, the primary exchange or market of trading such Index constituent or such constituent underlying a Successor Index.

  • Free Exchange means an exchange of a Commission Share of one Fund for a Commission Share of another Fund under circumstances where the CDSC which would have been payable in respect of a redemption of the exchanged Commission Share on the date of such exchange is waived and the Commission Share issued in such exchange is treated as a continuation of the investment in the Commission Share exchanged for purposes of determining the CDSC payable if such Commission Share issued in the exchange is thereafter redeemed.

  • Private Exchange Securities shall have the meaning set forth in Section 2.1 hereof.

  • Private Securities Transaction means any securities transaction relating to new offerings of securities which are not registered with the Securities and Exchange Commission, provided however that transactions subject to the notification requirements of Rule 3050 of the Financial Industry Regulatory Authority’s (FINRA) Conduct Rules, transactions among immediate family members (as defined in the interpretation of the FINRA Board of Governors on free-riding and withholding) for which no associated person receives any selling compensation, and personal securities transactions in investment company and variable annuity securities shall be excluded.

  • Private Exchange shall have the meaning set forth in Section 2.1 hereof.

  • Securities Financing Transactions Regulation means Regulation (EU) 2015/2365 of the European Parliament and of the Council of 25 November 2015 on transparency of securities financing transactions and of reuse and amending Regulation (EU) No 648/2012;

  • Exchange Transaction means an exchange of Units for Common Units pursuant to, and in accordance with, the Exchange Agreement or, if the Issuer and the exchanging Limited Partner shall mutually agree, a Transfer of Units to the Issuer, the Partnership or any of their subsidiaries for other consideration.

  • Co-financing means the financing referred to in Section 7.02 (h) and specified in the Loan Agreement provided or to be provided for the Project by the Co-financier. If the Loan Agreement specifies more than one such financing, “Co-financing” refers separately to each of such financings.

  • Secondary Market Transaction shall have the meaning set forth in Section 11.1 hereof.

  • Financing Transactions means the execution, delivery and performance by each Loan Party of the Loan Documents to which it is to be a party, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

  • External Debt means obligations (other than the Notes) of, or guaranteed by, the Republic for borrowed money or evidenced by bonds, notes or other similar instruments denominated or payable, or those which at the option of the holder thereof are so denominated or payable, in a currency other than the local currency of the Republic.

  • Debt Purchase Transaction means, in relation to a person, a transaction where such person:

  • Additional Securities means such Securities which have been deposited pursuant to Section 2.05 to effect an increase over the number of Units initially specified in the Reference Trust Agreement.

  • Private Securities has the meaning set forth in Annex A hereto.

  • Capital Markets Debt means any debt securities or debt financing issued pursuant to an indenture, notes purchase agreement or similar financing arrangement (but excluding any credit agreement) whether offered pursuant to a registration statement under the Securities Act or under an exemption from the registration requirements of the Securities Act.

  • Capital Markets Indebtedness means any Indebtedness consisting of bonds, debentures, notes or other similar debt securities issued in (a) a public offering registered under the Securities Act, (b) a private placement to institutional investors that is resold in accordance with Rule 144A or Regulation S under the Securities Act, whether or not it includes registration rights entitling the holders of such debt securities to registration thereof with the SEC or (c) a private placement to institutional investors. For the avoidance of doubt, the term “Capital Markets Indebtedness” does not include any Indebtedness under the Credit Agreement, Indebtedness incurred in connection with a sale and leaseback transaction, Indebtedness incurred in the ordinary course of business of the Company, Capital Lease Obligations or recourse transfer of any financial asset or any other type of Indebtedness incurred in a manner not customarily viewed as a “securities offering.”