Auction Procedures. The provisions contained in Section 11.10 of the Amended and Restated Bylaws concerning Auction Procedures will be followed by the Fund and, to the extent applicable, the Auction Agent, and the provisions contained therein are incorporated herein by reference in their entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions were set forth fully herein.
Auction Procedures. This Schedule is intended to summarize certain basic terms of the reverse Dutch auction procedures pursuant to and in accordance with the terms and conditions of Section 2.19 of the Agreement, of which this Schedule is a part. It is not intended to be a definitive statement of all of the terms and conditions of a reverse Dutch auction, the definitive terms and conditions for which shall be set forth in the applicable offering document. None of the Agent, the Auction Manager or any other Agent-Related Person, or any of their respective affiliates makes any recommendation pursuant to any offering document as to whether or not any Term Lender should sell its Term Loans to the Borrower pursuant to any offering documents, nor shall the decision by the Agent, the Auction Manager or any other Agent-Related Person (or any of their affiliates) in its respective capacity as a Term Lender to sell its Term Loans to the Borrower be deemed to constitute such a recommendation. Each Term Lender should make its own decision on whether to sell any of its Term Loans and, if it decides to do so, the principal amount of and price to be sought for such Term Loans. In addition, each Term Lender should consult its own attorney, business advisor or tax advisor as to legal, business, tax and related matters concerning each Auction and the relevant offering documents. Capitalized terms not otherwise defined in this Schedule have the meanings assigned to them in the Agreement.
Auction Procedures. (a) By 10:30 AM New York time on the fifth Business Day preceding the Auction Distribution Date, the Auction Administrator will deliver a notice (telephonically and by facsimile transmission) to Greenwich Capital Markets, Inc. ("GCM") (which form of notice is attached hereto as Exhibit A) and at least two other broker-dealers listed on Schedule A hereto or any successors or assignees thereto (together with GCM, the "Dealers") selected by GCM and request that they solicit bids from third-party investors, which may include Dealers (the "Bidders"). The Auction Administrator will contact the Dealers and request that they solicit bids from the Bidders, for the purchase of the Certificates, and will request that the Bidders respond to the Dealers, who in turn will convey such bids to the Auction Administrator, by 11:00 AM New York time on the second Business Day prior to the Auction Distribution Date (the "Bid Date"). The Auction Administrator will instruct the Dealers to instruct the Bidders that (i) the bids must be submitted on an unconditional basis, (ii) the bids should be submitted as a percentage of par, (iii) the price to be paid in connection with a winning bid, in the case of the Class A-2, Class A-3 and Class A-4 Certificates, will include interest accrued (the "Accrued Interest") on the Certificate Principal Balance of the related Certificates after application of all principal to be distributed, and all Realized Losses to be allocated, on the Auction Distribution Date from the first day of the month in which the Auction Distribution Date occurs up to but excluding the Auction Distribution Date at a rate equal to the Certificate Interest Rate for such Class of Certificates for the Distribution Date immediately following the Auction Distribution Date, and (iv) the price to be paid in connection with a winning bid must be deposited into the Auction Proceeds Account not later than 12:00 noon New York time on the first Business Day preceding the Auction Distribution Date (the "Deposit Date"). The Auction Administrator will request from each Bidder, through the Dealers, instructions for transfer on the Auction Distribution Date to the Bidder (or its designee) of the Certificates of each Class on which such Bidder is bidding in the event that such Bidder is the winning Bidder.
Auction Procedures. This Exhibit K is intended to summarize certain basic terms of procedures with respect to certain Term Borrower buy-backs pursuant to and in accordance with the terms and conditions of Section 10.06(g) of the Credit Agreement to which this Exhibit K is attached. It is not intended to be a definitive list of all of the terms and conditions of a Dutch Auction and all such terms and conditions shall be set forth in the applicable auction procedures documentation set for each Dutch Auction (the “Offer Documents”). None of the Administrative Agent, an investment bank of recognized standing selected by the Term Borrower and consented to by the Administrative Agent (the “Auction Manager”) or any of their respective Affiliates makes any recommendation pursuant to the Offer Documents as to whether or not any Term Lender should sell by assignment any of its Term Loans pursuant to the Offer Documents (including, for the avoidance of doubt, by participating in the Dutch Auction as a Term Lender) or whether or not the Term Borrower should purchase by assignment any Term Loans from any Term Lender pursuant to any Dutch Auction. Each Term Lender should make its own decision as to whether to sell by assignment any of its Term Loans and, if so, the principal amount of and price to be sought for such Term Loans. In addition, each Term Lender should consult its own attorney, business advisor or tax advisor as to legal, business, tax and related matters concerning any Dutch Auction and the Offer Documents. Capitalized terms not otherwise defined in this Exhibit K have the meanings assigned to them in the Credit Agreement among C&J Energy Services LTD., a Bermuda exempted company, CJ Lux Holdings S.À R.L., a Luxembourg private limited liability company (société à responsabilité limitée), having its registered office at 15, rue Edward Stephen, L-2540 Luxembourg, having a share capital of $2,000,000 and registered with the Luxembourg Register of Commerce and Companies under number B190.857, and CJ Holding Co., a Delaware corporation, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”).
Auction Procedures. While the Bonds bear interest at the PARS Rate, Auctions shall be conducted on each Auction Date (other than the Auction Date immediately preceding (i) each Rate Period commencing after the ownership of the Auction Rate Bonds is no longer maintained in the Book-Entry System; (ii) each Rate Period commencing after the occurrence and during the continuance of a Payment Default; or (iii) any Rate Period commencing less than two Business Days after the cure of a Payment Default). If there is an Auction Agent on such Auction Date, Auctions shall be conducted in the manner set forth in this Exhibit B.
Auction Procedures. (a) In connection with an Auction, the Borrower will provide notification to the Administrative Agent (for distribution to the Term Loan Lenders of the applicable Facility with respect to which such notice relates) of the Auction (an “Auction Notice”), which shall be substantially in the form of Exhibit L. Each Auction Notice shall contain (i) the total cash value of the bid, in a minimum amount of $5,000,000 with minimum increments of $1,000,000 (the “Auction Amount”), unless otherwise agreed by the Administrative Agent, (ii) the name of the relevant Facility or Facilities (which for the avoidance of doubt must be in respect of Term Loans) to which the Auction relates (the “Applicable Term Loan Facility”), (iii) the discount to par, which may be a single percentage or a range of percentages (the “Discount Range”) of the par principal amount of the Term Loans of each Applicable Term Loan Facility that represents the purchase price or range of purchase prices that could be paid in the Auction with respect to such Applicable Term Loan Facility and (iv) the date by which the Term Loan Lenders of the Applicable Term Loan Facility are required to indicate their election to participate in the Auction (the “Reply Date”), which shall be not less than five Business Days after delivery of the Auction Notice.
Auction Procedures. This Exhibit H is intended to summarize certain basic terms of the Auction Procedures pursuant to and in accordance with the terms and conditions of Section 2.18 of that certain Amended and Restated Credit Agreement, dated as of May 16, 2013 (as amended, restated, extended, supplemented, amended and restated or otherwise modified in time to time, the “Credit Agreement”), among On Assignment, Inc., a Delaware corporation (the “Borrower”), the Lenders from time to time party thereto, and Wells Fargo Bank, National Association, as Administrative Agent, of which this Exhibit H is a part. This Exhibit H is not intended to be a definitive statement of all of the terms and conditions of an Auction, the definitive terms and conditions for which shall be set forth in the applicable offering document. Capitalized terms not otherwise defined in this Exhibit H have the meanings assigned to them in the Credit Agreement.