Dutch Auction. (a) Notwithstanding anything to the contrary contained in any Loan Document, the Company may conduct Dutch auctions from time to time in order to purchase Term Loans (each, an “Auction”) (each such Auction to be managed exclusively by the Administrative Agent or another investment bank(s) of recognized standing selected by the Company following consultation with the Administrative Agent (in such capacity, the “Auction Manager”)), so long as the following conditions are satisfied:
Dutch Auction. Notwithstanding anything to the contrary contained herein, any Lender may, at any time, assign all or a portion of its rights and obligations under this Agreement in respect of its Loans to the Borrower on a non-pro rata basis through a “Dutch auction” conducted by the Borrower or its Subsidiaries in their sole discretion in order to repurchase Loans, pursuant to procedures to be mutually agreed to by the Borrower and the Administrative Agent and open to all Lenders holding the relevant Loans on a pro rata basis (a “Dutch Auction”) without the consent of the Administrative Agent or any Lender; provided that: (i) any Loans acquired by the Borrower shall be retired and cancelled immediately upon the acquisition thereof; provided that upon any such retirement and cancellation, the aggregate outstanding principal amount of the Loans shall be deemed reduced by the full par value of the aggregate principal amount of the Loans so retired and cancelled; (ii) in connection with any assignment effected pursuant to a 128 Dutch Auction conducted by the Borrower, no Default or Event of Default exists at the time of acceptance of bids for the Dutch Auction; and (iii) each Lender participating in any prepayment described in this Section 9.04(f) acknowledges and agrees that in connection therewith, (A) the Borrower then may have, and later may come into possession of, information regarding the Borrower and its Affiliates not known to such Lender and that may be material to a decision by such Lender to participate in such prepayment (including material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws) (“Excluded Information”), (B) such Lender has independently and, without reliance on the Borrower, any of its Subsidiaries, the Administrative Agent or any of their respective Affiliates, has made its own analysis and determination to participate in such prepayment notwithstanding such Xxxxxx’s lack of knowledge of the Excluded Information, (C) none of the Borrower or any of its Affiliates shall be required to make any representation that it is not in possession of Excluded Information and the assigning Lender shall deliver to the Administrative Agent and the Borrower a customary “big boy” disclaimer letter, and (D) none of the Borrower, its Subsidiaries, the Administrative Agent or any of their respective Affiliates shall have any liability to such Lender, and such Lender hereby waives and re...
Dutch Auction. One or more purchases by the Parent of a portion of the Tranche B Term Loan; provided that each such purchase is made in accordance with the terms of §10.16.(c).
Dutch Auction. At any time, by mutual consent of the Parties, the Parties may conduct a Dutch Auction of the Joint Venture to sell the SDI Participating Interest and the Xxxxxxxx Participating Interest. The winning bidder will be bound by the conditions stipulated in section 7.3.
Dutch Auction. Provided there is not less than $250,000 in the Sinking Fund, Issuer shall conduct a Dutch Auction in accordance with the procedures set forth on Exhibit E to purchase Senior Debentures, no less than once in each calendar year, using available funds in the Sinking Fund and, at the Issuer’s sole discretion, the Debt Service Escrow Account; provided that, the Issuer may, at its election, conduct an initial Dutch Auction as soon as practicable after the Effective Date regardless of whether there are any funds in the Sinking Fund. Issuer shall be required to purchase Senior Debentures with available funds in the Sinking Fund if the price offered is equal to or less than 75% of the then outstanding principal indebtedness under the Senior Debenture; Issuer may, without obligation and at its sole discretion, use available funds in the Debt Service Escrow Account to purchase Senior Debentures. Issuer may, at its option, conduct additional Dutch Auctions during the calendar year using funds in Debt Service Escrow Account, the Sinking Fund or both to purchase Senior Debentures in such Dutch Auctions. To the extent funds are available following a Dutch Auction after the purchase of all Senior Debentures submitted for purchase at a price equal to or less than 75% of the then outstanding principal indebtedness thereon, Issuer may, at its option, conduct a Dutch Auction using available funds in the Sinking Fund and, at the Issuer’s sole discretion, the Debt Service Escrow Account, for purposes of purchasing a portion of the Junior Debentures but without any obligation on Issuer to purchase at any price. The selection of the interests of owners beneficial interests in the Senior Debentures to be purchased pursuant to a Dutch Auction while the Senior Debentures are issued in book-entry form and represented by a global security registered in the name of DTC or its nominee shall be made in accordance with the procedures of DTC (which procedures may be supplemented by agreements or arrangements with respect thereto between or among two or more of the Issuer, the Trustee and DTC) and, if the owner of such beneficial interest is not a direct participant of DTC, the procedures of the direct participant through which such owner holds its interest. Any Dutch Auction for Junior Debentures may be conducted concurrently with, and as part of, a Dutch Auction for the Senior Debentures. Issuer may, but is not obligated to, also use other funds available to it to purchase either Senior ...
