Examples of Second Exchangeable Debenture in a sentence
Parent shall be entitled to make such reductions in the Exchange Price, in addition to those required by this Section 5(h), as it in its discretion shall determine to be advisable in order that any stock dividends, subdivisions of shares, distributions of rights to purchase stock or Second Exchangeable Debenture or distributions of Second Exchangeable Debenture convertible into or exchangeable for stock hereafter made by Parent to its stockholders shall not be taxable.
Holder may not assign or transfer this Second Exchangeable Debenture without complying with the terms and conditions of the Stakeholders Agreement applicable to the transfer of the Second Exchangeable Debenture, and such transfer shall be subject to regulatory approval, including but not limited to, the rules and regulations of NYSE.
This Second Exchangeable Debenture shall be construed, performed and enforced in accordance with, and governed by, the laws of the State of New York, without giving effect to the principles of conflicts of laws thereof.
Each party irrevocably submits to the exclusive jurisdiction of (i) the Supreme Court of the State of New York, New York County, and (ii) the United States District Court for the Southern District of New York, for the purposes of any suit, action or other proceeding arising out of this Second Exchangeable Debenture.
In the event that the Company objects to such proposed date of transfer, the Company and the Holder shall work together in good faith to determine a mutually agreeable date of transfer, provided, however, that such date shall not be later than 30 days following the Holder’s delivery to the Company of written notice of its intention to assign or transfer this Second Exchangeable Debenture.
On the Put Date, the Holder shall deliver the certificate evidencing this Second Exchangeable Debenture to the Company for redemption and upon payment of the Retraction Payment in cash by or on behalf of the Company, all rights of the Holder hereunder shall cease.
Provided, however, that in the event any provision of the Second Exchangeable Debenture is in conflict with any provision of the Stakeholders Agreement, the provisions of the Stakeholders Agreement shall control and take precedence over any provision herein.
Interest on this Second Exchangeable Debenture will accrue from the most recent date to which interest has been paid or accrued as provided in the preceding sentence or, if no interest has been paid, from the Issue Date.
Unless earlier exchanged, the outstanding principal of this Second Exchangeable Debenture, together with accrued but unpaid interest thereon, shall be immediately due and payable and shall be repaid on the Put Date in whole, or in part, to the extent this Second Exchangeable Debenture is retracted pursuant to Section 8(b), or in whole on the Retraction Date, to the extent this second Exchangeable Debenture is retracted pursuant to Section 8 (c), or in whole on the Maturity Date.
Except for the requirements of the HSR Act, no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any third party is required to be obtained or made by or with respect to the Company in connection with the execution and delivery of this Second Exchangeable Debenture or the consummation by the Company of the transactions contemplated hereby.