Termination of Exchange Act Registration. Notwithstanding anything to the contrary in this [Section 2], if the Company expects that it will no longer be subject to the reporting requirements of Section 12(b), 12(g) or 15(d) of the Exchange Act, subject to the condition precedent that the Company shall have entered into a New Registration Rights Agreement with the Investors holding Registrable Securities at such time, at the time it is no longer subject to such reporting requirements, the Company shall no longer be required to comply with [Section 8] or to file or maintain the effectiveness of any Registration Statements filed under this Agreement (or perform any Registration Actions (as defined below) and may withdraw any such Registration Statements in accordance with
Holders of the Notes (including Subsequent Purchasers) will have the registration rights set forth in a registration rights agreement applicable to the Notes (the Registration Rights Agreement) to be executed on and dated as of the Closing Date (as hereinafter defined). Pursuant to the Registration Rights Agreement, the Company will agree, among other things, to file with the SEC # a registration statement under the Securities Act (the Exchange Offer Registration Statement) relating to notes to be offered in exchange for the Notes (the Exchange Notes) which shall be identical to the Notes, except that the Exchange Notes shall have been registered pursuant to the Exchange Offer Registration Statement and will not be subject to restrictions on transfer or contain additional interest provisions, (such offer to exchange being referred to as the Exchange Offer), and/or # under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act (the Shelf Registration Statement) relating to the resale by certain holders of the Notes. If required under the Registration Rights Agreement, the Company will issue Exchange Notes to the Initial Purchasers (the Private Exchange Notes). If the Company fails to satisfy its obligations under the Registration Rights Agreement, it will be required to pay additional interest to the holders of the Notes under certain circumstances to be set forth in the Registration Rights Agreement.
(1) the prospectus for the Registered Convertible Note Exchange (the “Convertible Note Exchange Prospectus”); # the Intercreditor Agreement; # the indenture governing the New Convertible Notes (the “New Convertible Notes Indenture”), the security agreement for the New Convertible Notes (the “New Convertible Notes Security Agreement”), and any other related security, pledge or other loan or collateral documents; # the registration statement on Form S-4 (the “Convertible Note Exchange Registration Statement”) to register the Registered Convertible Note Exchange Offer under the Securities Act of 1933 (the “Securities Act”); # a Statement on [Schedule TO] with respect to the Registered Convertible Note Exchange Offer and all other filings required under the Securities Exchange Act of 1934 (the “Exchange Act”) with respect to the Convertible Note Exchange Offer (the “Other Filings”); # a registration rights agreement with respect to the New Convertible Notes and the shares of Company Common Stock (the “Conversion Shares”) to be issued to the Supporting Convertible Noteholders in a Private Convertible Note Exchange (the “New Converts Registration Rights Agreement”); # a registration statement to register the resale of # the New Convertible Notes to be issued to the Supporting Convertible Noteholders in a Private Convertible Note Exchange and # all Conversion Shares that will be issuable upon conversion of the New Convertible Notes issued to the Supporting Convertible Noteholders in a Private Convertible Note Exchange (the “New Converts Registration Statement”); and # any other related documents, releases, agreements, or instruments reasonably necessary or appropriate to effectuate the Private Convertible Note Exchange or the Registered Convertible Note Exchange Offer (collectively, the “Convertible Note Exchange Transaction Documents”); and
Offer Completion. The Offer shall have been completed in accordance with the terms hereof and the Proxy Statement.
Offer Space. Notwithstanding anything to the contrary in this Lease, and acknowledge and agree that neither the Phase 1 Expansion Space nor the Phase 2 Expansion Space is contiguous Offer Space (as defined in the Lease) subject to the expansion rights set forth in [Article 36] of the Lease.
Offer Period. The signed original of this Separation Agreement must be returned to the Chief Legal Officer of the Company no later than or this offer will be considered withdrawn.
No Offer. Submission of this instrument for examination and signature by Tenant does not constitute an offer to amend the Lease or a reservation of or option to amend the Lease, and this instrument is not effective as a lease amendment or otherwise until executed and delivered by both Landlord and Tenant.
Exchange Securities. The Shares are, and upon conversion of the Exchange Securities, when issued, will be, duly authorized, validly issued, fully paid and non-assessable, and the Lender will receive good title to such Exchange Securities, free and clear of all pledges, security interests, liens or encumbrances. The issuance of the Exchange Securities will not give rise to any preemptive rights or rights of first refusal, or result in a right of any holder of Company securities to adjust the exercise, exchange or reset price under such securities. The Company has made available to the Lender true and correct copies of the Company’s Certificate of Incorporation, as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”).
Foreign Exchange. With respect to Primary Net Sales invoiced in a currency other than United States dollars, such Primary Net Sales will be converted into the United States dollar equivalent using the conversion rate existing in the United States (as reported in The Wall Street Journal) on the last date of the applicable calendar quarter. If The Wall Street Journal ceases to be published, then the rate of exchange to be used shall be that reported in such other business publication of national circulation in the United States as the Parties reasonably agree.
Share Exchange. It is intended by the parties hereto that will acquire eighty percent (80%) of the issued and outstanding shares of common stock of Kashi Jinju (the "Kashi Jinju Shares"), and such shares are held free and clear of any liens, claims or other encumbrances. In exchange for the shares of common stock of Kashi Jinju, will issue the Kashi Jinju, or its designee(s) thirty-two million (32,000,000) shares of common stock (the " Shares"). The Shares will be issued free and clear of any liens, claims or other encumbrances, subject to normal restrictions under the Securities Act of 1933.
The Vendor acknowledges and agrees that the Consideration Shares are being issued pursuant to an exemption from the prospectus and registration requirements of the Securities Laws. As a result, the holders of the Consideration Shares shall not be entitled to certain protections, rights and remedies available under the Securities Laws, including statutory rights of rescission or damages, and the holders shall not receive information that would otherwise be required to be provided to the holders pursuant to the Securities Laws.
If there is a tender offer or exchange offer for outstanding shares of Company Stock, rights with respect to the tender offer or exchange offer shall be exercised by the Trustee in accordance with the instructions of the Administrator.
at prevailing Eastern Time on the fifth business day after the date the 2015 10-K is filed by the Company with the SEC, unless the Company has filed the Convertible Note Registration Statement (and related Statement on [Schedule TO]) with the SEC and commenced, in accordance with Rule 13e-4 under the Exchange Act, the Registered Convertible Note Exchange Offer by such time;
This term sheet (the “Term Sheet”) describes certain terms for # an exchange offer to certain holders of the Existing Secured Notes (as defined below) (the “Secured Note Exchange Offer”), # a number of private exchanges of Existing Convertible Notes (as defined below) held by the Supporting Convertible Noteholders pursuant to the Transaction Support Agreements (the “Private Convertible Note Exchanges”) and # an exchange offer registered under the Securities Act of 1933 (the “Securities Act”) involving the Existing Convertible Notes (as defined below) (the “Registered Convertible Note Exchange Offer” and together with the Private Convertible Note Exchanges, the “Convertible Note Exchange Offers”). The Convertible Note Exchange Offers and the Secured Note Exchange Offer are referred to as the “Transactions”.
(1) the confidential exchange offering memorandum for the Secured Note Exchange Offer (the “Secured Note Exchange Offering Memorandum”), # the supplemental indenture that will effectuate the proposed amendments (the “Proposed Amendments”) to the Existing Secured Note Indenture and the other related loan documents set forth in the Consent Solicitation, # an intercreditor agreement (or an amended and restated intercreditor agreement) (the “Intercreditor Agreement”), which will set forth the relative rights and priorities between and among the lenders under that certain Loan and Security Agreement, dated as of , by and among, inter alia, the Company, as Borrower, certain of its subsidiaries, as Co-Borrowers and Guarantors, and Wells Fargo, National Association, as Lender and Administrative Agent (the “First Lien Loan Agreement”), the holders of the New Secured Notes and the holders of the New Convertible Notes, which Intercreditor Agreement shall be generally consistent with that certain Intercreditor Agreement, dated as of , by and among Wells Fargo, National Association, as First Lien Agent, and U.S. Bank National Association, as Second Lien Agent, except that such Intercreditor Agreement shall also provide for a third-priority lien for the benefit of the New Convertible Notes on the collateral securing the New Secured Notes and the First Lien Loan Agreement as contemplated by this Agreement, and shall otherwise contain reasonable and customary terms for an intercreditor agreement of this nature; # the indenture governing the New Secured Notes (the “New Secured Notes Indenture”) and any related security, pledge or other loan or collateral documents; # a registration rights agreement with respect to all shares of Company Common Stock issued in connection with the Secured Note Exchange Offer (the “Registration Rights Agreement”); # a registration statement to register the resale of all Company Common Stock issued to Supporting Secured Noteholders in connection with the Secured Note Exchange Offer (the “Registration Statement”); # any amendments, modifications, waivers or consents with respect to the First Lien Loan Agreement reasonable necessary or appropriate to consummate the Transactions (the "First Lien Loan Agreement Consent"); and # any other related documents, releases, agreements, or instruments reasonably necessary or appropriate to effectuate the Secured Note Exchange Offer (collectively, the “Secured Note Exchange Transaction Documents”);
not # withdraw or terminate either the Secured Note Exchange Offer or the Registered Convertible Note Exchange Offer (other than due to the impossibility of fulfilling a conditin precedent other than the Minimum
Additional Offering Materials. Except in connection with the Exchange Offer or the filing of the Shelf Registration Statement, not to, and not to authorize or permit any person acting on its behalf to, # distribute any offering material in connection with the offer and sale of the Securities other than the Time of Sale Document and the Final Offering Memorandum and any Company Additional Written Communications (used in accordance with this Agreement) and any amendments and supplements to the Preliminary Offering Memorandum or the Final Offering Memorandum or any Company Additional Written Communication prepared in compliance with this Agreement, # solicit any offer to buy or offer to sell the Securities by means of any form of general
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