Private Exchange Offer definition

Private Exchange Offer means the offer by the Company, pursuant to Section 2(f) of the Registration Agreement, to issue and deliver to certain purchasers, in exchange for the Initial Securities held by such purchasers as part of their initial distribution, a like aggregate principal amount of Private Exchange Securities.
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Private Exchange Offer means an offer by the Company to the Holders of either series of Initial Notes or Initial Additional Notes to exchange outstanding Notes of such series for Private Exchange Notes, as provided for in a Registration Rights Agreement.
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Private Exchange Offer means a private exchange offer pursuant to Section 2(a) of the Registration Rights Agreement.
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Examples of Private Exchange Offer in a sentence

  • This together with computerized dosimetry and better knowledge of the radiobiology involved, have made BT much more accurate and safe in modern times as compared to the historical times.

  • The representations and warranties of the Company made herein or in any certificates delivered in connection with the Private Exchange Offer Closing or Public Exchange Offer Closing shall survive such closings without limitation.

  • The time and date on which the Private Exchange Offer Closing occurs is referred to in this Agreement as the “Private Exchange Offer Closing Date”.

  • Accrued and Unpaid Interest Holders of Everest Notes whose Everest Notes are accepted for exchange will receive an amount in cash equal to accrued and unpaid interest, if any, on such Everest Notes from the last interest payment date to, but not including, the date of settlement of the Private Exchange Offer (the “Settlement Date”).

  • Holders of Everest Notes Eligible to Participate in the Exchange Offers Regency will conduct the Private Exchange Offer and related consent solicitation (if any) in accordance with the applicable exemptions and requirements of the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) under such statutes.

  • Private Exchange Offer shall have the meaning set forth in the preamble.

  • In addition to New Santander Lower Tier 2 securities, holders participating in this Private Exchange Offer will receive a cash premium as an incentive to participate in this Private Exchange Offer, as well as (subject to certain exceptions) accrued but unpaid interest on the Outstanding Upper Tier 2 securities tendered for exchange.

  • The Dealer-Managers have entered into this Agreement on behalf of holders that receive Securities pursuant to the Private Exchange Offer.

  • In the event that the Issuers are unable to consummate the Exchange Offer or the Private Exchange Offer due to any event listed in clauses (i) through (v) above, the Issuers shall not be deemed to have breached any covenant under this Section 2.

  • As used in this Agreement, the following capitalized defined terms shall have the following meanings: “2025 Notes” shall mean the 3.950% Notes due 2025 of the Company, issued pursuant to the Private Exchange Offer.


More Definitions of Private Exchange Offer

Private Exchange Offer means the Company’s offer to exchange any and all of the Old Notes for the corresponding series of Securities and a cash tender premium upon the terms and subject to the conditions set forth in a confidential offering memorandum dated October 29, 2015 and accompanying letter of transmittal, in each case, as may be amended or supplemented (including by documents incorporated by reference therein).
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Private Exchange Offer means the private offer of the Issuer, commenced on November 2, 2011, to exchange up to $450 million aggregate principal amount of the Notes for the outstanding 5.875% Senior Notes due 2014 of WPP Finance (UK).
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Private Exchange Offer means the offer by the Company, pursuant to a Registration Agreement, to issue and deliver to certain purchasers, in exchange for Initial Securities held by such purchasers as part of their initial distribution, a like aggregate principal amount of Private Exchange Securities.
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Private Exchange Offer shall have the meaning set forth in the preamble.
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Private Exchange Offer means the offer by the Company to the Initial Purchasers to exchange the Initial Notes held by the Initial Purchasers as part of their initial distribution for a like aggregate principal amount of Private Exchange Notes, as provided for in the Registration Agreement.
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Related to Private Exchange Offer

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

  • Exchange Offer means the exchange offer by the Company of Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof.

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

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

  • Exchange Offer Registration Period means the 180-day period following the consummation of the Registered Exchange Offer, exclusive of any period during which any stop order shall be in effect suspending the effectiveness of the Exchange Offer Registration Statement.

  • Exchange Offer Registration means a registration under the Securities Act effected pursuant to Section 2(a) hereof.

  • Registered Exchange Offer means the offer by the Company, pursuant to the Registration Rights Agreement, to certain Holders of Initial Notes, to issue and deliver to such Holders, in exchange for their Initial Notes, a like aggregate principal amount of Exchange Notes registered under the Securities Act.

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

  • Exchange Offer Registration Statement means an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.

  • Private Offering means the private offering of Preferred Stock pursuant to the Memorandum.

  • 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.

  • Registration Deadline means the day falling 90 Registration Business Days after the Issue Date;

  • Exchange Notes means the Notes issued in the Exchange Offer pursuant to Section 2.06(f) hereof.

  • Consummation Deadline As defined in Section 3(b) hereof.

  • Initial Public Offering means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934.

  • Exchange Registration Statement shall have the meaning assigned thereto in Section 2(a) hereof.

  • Exchange Securities means senior notes issued by the Company and guaranteed by the Guarantors under the Indenture containing terms identical to the Securities (except that the Exchange Securities will not be subject to restrictions on transfer or to any increase in annual interest rate for failure to comply with this Agreement) and to be offered to Holders of Securities in exchange for Securities pursuant to the Exchange Offer.

  • Initial Public Offering” (“IPO means an offering of securities registered under the 1933 Act, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the 1934 Act.

  • Initial Notes means the first $500,000,000 aggregate principal amount of Notes issued under this Indenture on the date hereof.

  • Rule 415 Offering means an offering on a delayed or continuous basis pursuant to Rule 415 (or any successor rule to similar effect) promulgated under the Securities Act.

  • Exchange Registration shall have the meaning assigned thereto in Section 3(c) hereof.

  • Initial Shelf Registration See Section 3(a).

  • Initial Securities As defined in the preamble hereto.

  • Initial Shelf Registration Statement has the meaning set forth in Section 2(a) hereof.

  • Private event means a social gathering or event attended

  • Exchange Security or a "Registrable Security" shall include a reference to the related Guarantee.