Common use of Acceptance; Rejection Clause in Contracts

Acceptance; Rejection. At any time prior to twenty (20) days after any holder of Notes shall have received such written offer pursuant to Section 2.3(a), such holder may accept the offer to prepay made pursuant to this Section 2.3 by causing a notice of such acceptance to be delivered to the Issuer. A failure by a holder of Notes to respond to an offer to prepay made pursuant to this Section 2.3 with a timely notice of acceptance shall be deemed to constitute a rejection of such offer by such holder. Within three days after the end of such 20-day period, the Issuer shall offer, in writing, to each holder of Notes that shall have accepted its offer to prepay made pursuant to this Section 2.3, to prepay on such Equity Event Prepayment Date an additional portion of such holder's Notes as provided in Section 2.3(a) in a principal amount equal to its ratable share (based upon the ratio of the outstanding principal amount of Notes held by such holder at such time to the aggregate outstanding principal amount of Notes held at such time by all holders which have also accepted their respective offers to prepay made pursuant to this Section 2.3) of the portion of the Equity Event Payment as to which such offers to prepay were rejected or deemed rejected, multiplied by the Tax Percentage Limit in respect of such portion at such time (a "REMNANT EQUITY EVENT PREPAYMENT"). To accept any Remnant Equity Event Prepayment under this Section 2.3(b), a holder of Notes shall cause a written notice of such acceptance to be delivered to the Issuer not later than eight (8) days after the date of receipt by such holder of such offer of the Remnant Equity Event Prepayment (it being understood that the failure by a holder to accept such offer of the Remnant Equity Event Prepayment as provided herein prior to the end of such eight-day period shall be deemed to constitute a rejection of said Remnant Equity Event Prepayment, and that any Remnant Equity Event Prepayment so rejected shall be reoffered, in the same manner, and subject to the applicable Tax Percentage Limit, pro rata, to any other holders which have accepted their respective offers of the applicable Remnant Equity Event Prepayments). If after such Equity Event Prepayment Date any portion of a Remnant Equity Event Prepayment has not been accepted, such remaining amount shall be offered to reduce the Commitment of the Bank Term Facilities.

Acceptance; Rejection. At any time prior to twenty (20) days after any holder of Notes shall have received such written offer pursuant to Section 2.3(a2.4(a), such holder may accept the offer to prepay made pursuant to this Section 2.3 2.4 by causing a notice of such acceptance to be delivered to the Issuer. A failure by a holder of Notes to respond to an offer to prepay made pursuant to this Section 2.3 2.4 with a timely notice of acceptance shall be deemed to constitute a rejection of such offer by such holder. Within three days after the end of such 20-day period, the Issuer shall offer, in writing, to each holder of Notes that shall have accepted its offer to prepay made pursuant to this Section 2.32.4, to prepay on such Equity Event the Excess Cash Flow Prepayment Date an additional portion of such holder's Notes as provided in Section 2.3(a2.4(a) in a principal amount equal to its ratable share (based upon the ratio of the outstanding principal amount of Notes held by such holder at such time to the aggregate outstanding principal amount of Notes held at such time by all holders which have also accepted their respective offers to prepay made pursuant to this Section 2.32.4) of the portion of the Equity Event Excess Cash Flow Payment as to which such offers to prepay were rejected or deemed rejected, multiplied by the Tax Percentage Limit in respect of such portion at such time (a "REMNANT EQUITY EVENT EXCESS CASH FLOW PREPAYMENT"), multiplied by the Tax Percentage Limit in respect of such amount of such Remnant Excess Cash Flow Prepayment at such time. To accept any Remnant Equity Event Excess Cash Flow Prepayment under this Section 2.3(b2.4(b), a holder of Notes shall cause a written notice of such acceptance to be delivered to the Issuer not later than eight (8) days after the date of receipt by such holder of such offer of the Remnant Equity Event Excess Cash Flow Prepayment (it being understood that the failure by a holder to accept such offer of the Remnant Equity Event Excess Cash Flow Prepayment as provided herein prior to the end of such eight-day period shall be deemed to constitute a rejection of said Remnant Equity Event Excess Cash Flow Prepayment, and that any Remnant Equity Event Prepayment so rejected shall be reoffered, in the same manner, and subject to the applicable Tax Percentage Limit, pro rata, to any other holders which have accepted their respective offers of the applicable Remnant Equity Event Prepayments). If after such Equity Event the Excess Cash Flow Prepayment Date any portion of a Remnant Equity Event Excess Cash Flow Prepayment has not been accepted, such remaining amount shall be offered to reduce the Commitment of the Bank Term Facilities.

Acceptance; Rejection. At any time prior to twenty (20) days after any A holder of Notes shall have received such written offer pursuant to Section 2.3(a), such holder may accept or reject the offer to prepay made pursuant to this Section 2.3 9.14 by causing a notice of such acceptance or rejection to be delivered to the IssuerIssuer not more than 10 days after receipt of the offer to prepay the Notes pursuant to this Section 9.14. A failure by a holder of Notes to respond to an offer to prepay made pursuant to this Section 2.3 with a timely notice of acceptance 9.14 shall be deemed to constitute a rejection of such offer by such holder. Within three days after If the end holders of more than 25% of the principal amount of the Notes then outstanding accept such 20-day periodoffer within the applicable time period set forth above (the “Initial Accepting Holders”), the Issuer shall offer, in writing, to each holder then notify the holders of the Notes that have either rejected or not then responded to such offer (the “Non-Accepting Holders”) of such fact and each Non-Accepting Holder shall have accepted its offer to prepay made pursuant to this Section 2.3, to prepay on such Equity Event Prepayment Date an additional portion 10 days from its receipt of such holder's Notes as provided in Section 2.3(a) in a principal amount equal notice to its ratable share (based upon the ratio of the outstanding principal amount of Notes held by such holder at such time to the aggregate outstanding principal amount of Notes held at such time by all holders which have also accepted their respective offers to prepay made pursuant to this Section 2.3) of the portion of the Equity Event Payment as to which such offers to prepay were rejected or deemed rejected, multiplied by the Tax Percentage Limit in respect of such portion at such time (a "REMNANT EQUITY EVENT PREPAYMENT"). To accept any Remnant Equity Event Prepayment under this Section 2.3(b), a holder of Notes shall cause a written notice of such acceptance to be delivered to the Issuer not later than eight (8) days after the date of receipt by such holder of such offer of the Remnant Equity Event Prepayment (it being understood that the failure by a holder to again accept such offer (with the failure of the Remnant Equity Event Prepayment as provided herein prior any such Non-Accepting Holder to the end of respond to such eight-day period shall second offer to be deemed to constitute a rejection of said Remnant Equity Event Prepaymentsuch offer by such Non-Accepting Holder) (each Non-Accepting Holder that accepts such re-offer a “Subsequent Accepting Holder”). The Offered Amounts allocable to any Notes the holders of which have rejected each such offer shall first be applied ratably to increase the prepayment amount of the Notes of each Initial Accepting Holder and each Subsequent Accepting Holder, and that any Remnant Equity Event Prepayment so rejected shall be reoffered, in the same manner, and subject to the applicable Tax Percentage Limit, pro rata, to any other holders which have accepted their respective offers of the applicable Remnant Equity Event Prepayments). If after such Equity Event Prepayment Date any portion of a Remnant Equity Event Prepayment has not been accepted, such remaining amount shall (1) be offered applied on or prior to reduce the Commitment Proposed Prepayment Date in accordance with the Bank Credit Agreement to repay the Loans (as defined in the Bank Credit Agreement), but without any requirement of a permanent reduction in the amount of the Revolving Commitments (as defined in the Bank Term FacilitiesCredit Agreement as in effect on the First Amendment Date) and/or (2) be held as Unrestricted Cash. Notwithstanding anything to the contrary contained in this Section 9.14, all prepayment amounts under this Section 9.14 shall be rounded up to the nearest $1,000.

Acceptance; Rejection. At any time prior to twenty (20) days after any A holder of Notes shall have received such written offer pursuant to Section 2.3(a), such holder may accept or reject the offer to prepay made pursuant to this Section 2.3 9.14 by causing a notice of such acceptance or rejection to be delivered to the IssuerIssuer not more than 10 days after receipt of the offer to prepay the Notes pursuant to this Section 9.14. A failure by a holder of Notes to respond to an offer to prepay made pursuant to this Section 2.3 with a timely notice of acceptance 9.14 shall be deemed to constitute a rejection of such offer by such holder. Within three days after If the end holders of more than 25% of the principal amount of the Notes then outstanding accept such 20-day periodoffer within the applicable time period set forth above (the “Initial Accepting Holders”), the Issuer shall offer, in writing, to each holder then notify the holders of the Notes that have either rejected or not then responded to such offer (the “Non-Accepting Holders”) of such fact and each Non-Accepting Holder shall have accepted its offer to prepay made pursuant to this Section 2.3, to prepay on such Equity Event Prepayment Date an additional portion 10 days from its receipt of such holder's Notes as provided in Section 2.3(a) in a principal amount equal notice to its ratable share (based upon the ratio of the outstanding principal amount of Notes held by such holder at such time to the aggregate outstanding principal amount of Notes held at such time by all holders which have also accepted their respective offers to prepay made pursuant to this Section 2.3) of the portion of the Equity Event Payment as to which such offers to prepay were rejected or deemed rejected, multiplied by the Tax Percentage Limit in respect of such portion at such time (a "REMNANT EQUITY EVENT PREPAYMENT"). To accept any Remnant Equity Event Prepayment under this Section 2.3(b), a holder of Notes shall cause a written notice of such acceptance to be delivered to the Issuer not later than eight (8) days after the date of receipt by such holder of such offer of the Remnant Equity Event Prepayment (it being understood that the failure by a holder to again accept such offer (with the failure of the Remnant Equity Event Prepayment as provided herein prior any ​ ​ ​ such Non-Accepting Holder to the end of respond to such eight-day period shall second offer to be deemed to constitute a rejection of said Remnant Equity Event Prepaymentsuch offer by such Non-Accepting Holder) (each Non-Accepting Holder that accepts such re-offer a “Subsequent Accepting Holder”). The Offered Amounts allocable to any Notes the holders of which have rejected each such offer shall first be applied ratably to increase the prepayment amount of the Notes of each Initial Accepting Holder and each Subsequent Accepting Holder, and that any Remnant Equity Event Prepayment so rejected shall be reoffered, in the same manner, and subject to the applicable Tax Percentage Limit, pro rata, to any other holders which have accepted their respective offers of the applicable Remnant Equity Event Prepayments). If after such Equity Event Prepayment Date any portion of a Remnant Equity Event Prepayment has not been accepted, such remaining amount shall (1) be offered applied on or prior to reduce the Commitment Proposed Prepayment Date in accordance with the Bank Credit Agreement to repay the Loans (as defined in the Bank Credit Agreement), but without any requirement of a permanent reduction in the amount of the Revolving Commitments (as defined in the Bank Term FacilitiesCredit Agreement as in effect on the First Amendment Date) and/or (2) be held as Unrestricted Cash. Notwithstanding anything to the contrary contained in this Section 9.14, all prepayment amounts under this Section 9.14 shall be rounded up to the nearest $1,000.

Acceptance; Rejection. At any time prior to twenty (20) days after any A holder of Notes shall have received such written offer pursuant to Section 2.3(a), such holder may accept or reject the offer to prepay made pursuant to this Section 2.3 9.14 by causing a notice of such acceptance or rejection to be delivered to the IssuerIssuer not more than 10 days after receipt of the offer to prepay the Notes pursuant to this Section 9.14. A failure by a holder of Notes to respond to an offer to prepay made pursuant to this Section 2.3 9.14 shall be deemed ​ to constitute a rejection of such offer by such holder. If the holders of more than 25% of the principal amount of the Notes then outstanding accept such offer within the applicable time period set forth above (the “Initial Accepting Holders”), the Issuer shall then notify the holders of the Notes that have either rejected or not then responded to such offer (the “Non-Accepting Holders”) of such fact and each Non-Accepting Holder shall have an additional 10 days from its receipt of such notice to again accept such offer (with a timely notice the failure of acceptance shall any such Non-Accepting Holder to respond to such second offer to be deemed to constitute a rejection of such offer by such holderNon-Accepting Holder) (each Non-Accepting Holder that accepts such re-offer a “Subsequent Accepting Holder”). Within three days after The Offered Amounts allocable to any Notes the end holders of which have rejected each such 20-day periodoffer shall first be applied ratably to increase the prepayment amount of the Notes of each Initial Accepting Holder and each Subsequent Accepting Holder, and any remaining amount shall (1) be applied on or prior to the Issuer shall offerProposed Prepayment Date in accordance with the Bank Credit Agreement to repay the Loans (as defined in the Bank Credit Agreement), but without any requirement of a permanent reduction in writing, the amount of the Revolving Commitments (as defined in the Bank Credit Agreement as in effect on the First Amendment Date) and/or (2) be held as Unrestricted Cash. Notwithstanding anything to each holder of Notes that shall have accepted its offer to prepay made pursuant to the contrary contained in this Section 2.39.14, to prepay on such Equity Event Prepayment Date an additional portion of such holder's Notes as provided in Section 2.3(a) in a principal amount equal to its ratable share (based upon the ratio of the outstanding principal amount of Notes held by such holder at such time to the aggregate outstanding principal amount of Notes held at such time by all holders which have also accepted their respective offers to prepay made pursuant to this Section 2.3) of the portion of the Equity Event Payment as to which such offers to prepay were rejected or deemed rejected, multiplied by the Tax Percentage Limit in respect of such portion at such time (a "REMNANT EQUITY EVENT PREPAYMENT"). To accept any Remnant Equity Event Prepayment prepayment amounts under this Section 2.3(b), a holder of Notes 9.14 shall cause a written notice of such acceptance to be delivered rounded up to the Issuer not later than eight (8) days after the date of receipt by such holder of such offer of the Remnant Equity Event Prepayment (it being understood that the failure by a holder to accept such offer of the Remnant Equity Event Prepayment as provided herein prior to the end of such eight-day period shall be deemed to constitute a rejection of said Remnant Equity Event Prepayment, and that any Remnant Equity Event Prepayment so rejected shall be reoffered, in the same manner, and subject to the applicable Tax Percentage Limit, pro rata, to any other holders which have accepted their respective offers of the applicable Remnant Equity Event Prepayments). If after such Equity Event Prepayment Date any portion of a Remnant Equity Event Prepayment has not been accepted, such remaining amount shall be offered to reduce the Commitment of the Bank Term Facilitiesnearest $1,000.

Acceptance; Rejection. At any time prior to twenty (20) days after any To accept such Specified Asset Sale Prepayment Offer, a holder of Notes shall have received such cause a written offer pursuant to Section 2.3(a), such holder may accept the offer to prepay made pursuant to this Section 2.3 by causing a notice of such acceptance to be delivered to the Issuer. A Company not later than twenty (20) days after the date of such written notice from the Company (the failure by a holder to accept such offer in writing within twenty (20) days after the date of Notes to respond to an offer to prepay made pursuant to this Section 2.3 with a timely such written notice of acceptance shall be deemed to constitute a rejection of the Specified Asset Sale Prepayment Offer). If so accepted by any holder of a Note, such offer by offered prepayment (equal to or not less than such holder’s Specified Asset Sale Ratable Portion of the Net Proceeds Amount in respect of such Specified Asset Sale Prepayment Transfer) shall be due and payable on the Specified Asset Sale Prepayment Date. Within three days (3) Business Days after the end of such twenty (20-) day period, the Issuer Company shall offer, in writing, to each holder of Notes that shall have accepted its offer to prepay made pursuant to this Section 2.38.1(c), to prepay on such Equity Event Specified Asset Sale Prepayment Date an additional portion of such holder's ’s Notes as provided in Section 2.3(a8.1(c)(i) in a principal amount equal to its ratable share (based upon the ratio of the outstanding principal amount of Notes held by such holder at such time to the aggregate outstanding principal amount of Notes held at such time by all holders which have also accepted their respective offers to prepay made pursuant to this Section 2.38.1(c)) of the portion of the Equity Event Payment Net Proceeds Amount of such Specified Asset Sale as to which such offers to prepay were was rejected or deemed rejected, multiplied by the Tax Percentage Limit in respect of such portion at such time rejected (a "REMNANT EQUITY EVENT PREPAYMENT"“Remnant Specified Asset Sale Prepayment Offer”). To accept any Remnant Equity Event Specified Asset Sale Prepayment Offer under this Section 2.3(b8.1(c)(ii), a holder of Notes shall cause a written notice of such acceptance to be delivered to the Issuer Company not later than eight (8) days after the date of receipt by such holder of such offer of the Remnant Equity Event Specified Asset Sale Prepayment Offer (it being understood that the failure by a holder to accept such offer of the Remnant Equity Event Specified Asset Sale Prepayment Offer as provided herein prior to the end of such eight-day period shall be deemed to constitute a rejection of said Remnant Equity Event PrepaymentSpecified Asset Sale Prepayment Offer, and that any Remnant Equity Event Specified Asset Sale Prepayment Offer so rejected shall be reoffered, in the same manner, and subject to the applicable Tax Percentage Limit, pro rata, to any other holders which have accepted their respective offers of the applicable Remnant Equity Event PrepaymentsSpecified Asset Sale Prepayment Offers). If after such Equity Event Prepayment Date any portion of a Remnant Equity Event Prepayment has not been accepted, such remaining amount shall be offered to reduce the Commitment of the Bank Term Facilities.

Acceptance; Rejection. At any time prior to twenty (20) days after any A holder of Notes shall have received such written offer pursuant to Section 2.3(a), such holder may accept the offer to prepay made pursuant to this Section 2.3 9.13 by causing a notice of such acceptance to be delivered to the IssuerCompany not more than 10 days after receipt of the offer to prepay the Notes pursuant to this Section 9.13. A failure by a holder of Notes to so respond to an offer to prepay made pursuant to this Section 2.3 with a timely notice of acceptance 9.13 shall be deemed to constitute (1) a rejection of such offer by such holder. Within three days after the end holder if such prepayment is to be made without Make-Whole Amount or (2) an acceptance of such 20-day period, the Issuer shall offer, in writing, to each holder of Notes that shall have accepted its offer to prepay made pursuant to this Section 2.3, to prepay on such Equity Event Prepayment Date an additional portion of such holder's Notes as provided in Section 2.3(a) in a principal amount equal to its ratable share (based upon the ratio of the outstanding principal amount of Notes held by such holder at if such time payment is to be made with Make-Whole Amount. On the aggregate outstanding principal amount of Notes held at Business Day immediately following such time by all holders which have also accepted their respective offers to prepay made pursuant to this Section 2.310th day, the Company shall offer the rejected (or deemed rejected) of the portion of the Equity Event Payment as to which such offers Offered Amount to prepay were rejected or deemed rejectedthe Notes of the holders that have accepted the first prepayment offer on a pro rata basis, multiplied and any failure by the Tax Percentage Limit in respect of such portion at such time (a "REMNANT EQUITY EVENT PREPAYMENT"). To accept any Remnant Equity Event Prepayment under this Section 2.3(b), a holder of Notes shall cause a written notice of such acceptance to be delivered to the Issuer not later than eight (8) days after the date of receipt by such holder of to respond to such second offer of the Remnant Equity Event Prepayment (it being understood that the failure by a holder to accept such offer of the Remnant Equity Event Prepayment as provided herein prior to the end of such eight-day period Proposed Prepayment Date shall be deemed to constitute (i) a rejection of said Remnant Equity Event Prepaymentsuch second offer by such holder if such prepayment is to be made without Make-Whole Amount or (ii) an acceptance of such second offer by such holder if such payment is to be made with Make-Whole Amount. On the Proposed Prepayment Date, and the Company shall apply the aggregate amount of all Offered Amounts that have been rejected or deemed rejected pursuant to this Section 9.13(c) to repay the outstanding Term Loans and/or Revolving Credit Loans, but without any Remnant Equity Event Prepayment so rejected shall be reoffered, corresponding permanent reduction in the same manner, and subject to the applicable Tax Percentage Limit, pro rata, to any other holders which have accepted their respective offers Revolving Credit Commitments (as each of the applicable Remnant Equity Event Prepayments). If after such Equity Event Prepayment Date any portion of a Remnant Equity Event Prepayment has not been accepted, such remaining amount shall be offered relevant terms is defined in the Bank Credit Agreement) and/or to reduce the Commitment repay other senior unsecured Indebtedness of the Bank Term FacilitiesCompany or any Subsidiary.