Common use of Holder Actions Clause in Contracts

Holder Actions. In determining whether the Holders of the required principal amount of the outstanding Notes have given, made or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder as of any date, or whether a quorum is present at a meeting of Holders of Notes, (A) the principal amount of Notes which shall be deemed to be outstanding shall be the Accreted Value as of such date, (B) if, as of such date, the Accreted Value is not determinable, the principal amount of such Note which shall be deemed to be outstanding shall be the Principal Amount At Maturity, and (C) Notes owned by the Company or any Subsidiary Guarantor or any other obligor upon the Notes or any Subsidiary Guarantee or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, or upon any such determination as to the presence of a quorum, only Notes that a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Notes so owned which have been pledged in good faith may be regarded as outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Company, any Subsidiary Guarantor or any other obligor upon the Notes or any Affiliate of the Company or of such other obligor. Notes are also not considered to be outstanding and therefore the Holders thereof are not eligible to vote or consent or give their approval or take other action under this Indenture if they have been fully defeased or discharged, as described under Article 8.

Holder Actions. In determining whether (a) Subject to the terms and conditions of this Agreement, each Holder hereby severally approves and consents to the Offer or, conversely, such Plan, and severally agrees to tender or cause to be tendered all Old Notes beneficially owned by it pursuant to the Offer and to vote or cause to be voted all such Old Notes in favor of the Indenture Amendment; PROVIDED, that if at any time the Company receives a bona fide offer for the purchase of the stock and/or Old Notes or all or substantially all of the assets of the Company or for the merger or consolidation of the Company with or into any other company (collectively, an "ALTERNATIVE OFFER"), which the Board of Directors and the Holders, in good faith after consultation with each other, determine to be superior to the Offer or Plan (a "SUPERIOR OFFER"), then the Holders shall have the right, prior to the Consummation Date of the required principal amount Offer or the Effective Date of any such Plan, to rescind their approval and consent to the Offer or Plan, as applicable, and to vote for or consent to such Superior Offer. Each of the outstanding Notes have given, made or taken any request, demand, authorization, direction, notice, consent, waiver or Company and the Holders agree to inform the other action hereunder as upon its receipt of any dateproposal, expression of interest or whether a quorum is present at a meeting of Holders of Notesrequest for information from any person relating to an Alternative Offer and to deliver to the other any and all written materials received by such person in connection therewith. In addition, (A) the principal amount of Notes which nothing contained herein shall be deemed to be outstanding restrict the sale or transfer by any Holder of any of its Old Notes; provided, that the purchaser thereof shall be bound by the Accreted Value terms of this Agreement, including this Section 1.02. (b) So long as this Agreement has not been terminated: (a) the Holders will (i) not file a notice of default, acceleration or sale or take any other action to collect on the Old Notes, including, without limitation, instructing the Trustee on how to proceed in the exercise of any and all remedies, or (ii) give instructions to the Trustee, if and when reasonably appropriate in their determination and in such form as they in their discretion deem appropriate, to desist from taking action that is inconsistent with this Agreement or the Offer; so long as (x) no indemnity by such Holders is required in connection with such action or notice and (y) the Holders, in their reasonable judgment, determine that they would not be subject to any liability in connection with their taking of any such action or giving of such datenotice; and (b) each of the Holders will not, directly or indirectly, sell, assign, transfer, hypothecate or otherwise dispose of (i) any Old Notes beneficially owned by it or as to which it has investment authority or discretion (including Old Notes acquired after the date hereof), (Bii) ifany claim (as that term is defined in section 101(5) of the Bankruptcy Code) arising from, as based on or related to the Old Notes, or (iii) any option, interest in, or right to acquire any Old Notes or claim referred to in clauses (i) and (ii) above, unless the transferee thereof agrees in writing for the benefit of such datethe other parties hereto to be bound by all of the terms of this Agreement and executes a counterpart signature page of this Agreement and the transferor provides the Company and the Holders with a copy thereof, the Accreted Value is not determinable, the principal amount of such Note in which event each party shall be deemed to be outstanding have acknowledged that its obligations to the Holders hereunder shall be the Principal Amount At Maturity, and (C) Notes owned by the Company or any Subsidiary Guarantor or any other obligor upon the Notes or any Subsidiary Guarantee or any Affiliate of the Company or deemed to constitute obligations in favor of such other obligor shall be disregarded and deemed not to be outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, or upon any such determination as to the presence of a quorum, only Notes that a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Notes so owned which have been pledged in good faith may be regarded as outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Company, any Subsidiary Guarantor or any other obligor upon the Notes or any Affiliate of the Company or of such other obligor. Notes are also not considered to be outstanding and therefore the Holders thereof are not eligible to vote or consent or give their approval or take other action under this Indenture if they have been fully defeased or discharged, as described under Article 8transferee.