Common use of Margin Loans Clause in Contracts

Margin Loans. 3.1. A Stockholder may grant a lien or security interest in, pledge, hypothecate or e▇▇▇▇▇▇▇ (▇▇llectively, a "Pledge") any Shares beneficially owned by such Stockholder to a reputable bank, savings and loan association, investment bank, brokerage firm of other financial or lending institution, but specifically excluding hedge funds, with assets (in name or under management) of not less than $1,000,000,000 (a "Margin Lender") in connection with the incurrence by such Stockholder of financial indebtedness (a "Margin Loan") in a principal amount not to exceed the lesser of (a) the Permitted Loan Value set forth next to such Stockholder's name on Schedule A and (b) fifty percent (50%) of the fair market value of such Pledged Shares at the time such Pledge is granted by such Stockholder; provided, however, that the Margin Lender must agree in writing at or prior to the time such Pledge is made that no Transfer of Shares in connection with a foreclosure, forfeiture or similar proceeding arising from the operation of such Pledge shall be made except as provided in Section 3.2. 3.2. A Margin Lender that has been granted a Pledge of Shares may Transfer such Shares in connection with, and only in connection with, a foreclosure, forfeiture or similar proceeding arising from the operation of such Pledge. Upon such a foreclosure, forfeiture or similar proceeding, the Margin Lender shall promptly give written notice (a "Notice") thereof to the Principal Stockholder. The Notice shall state the number of Shares to which such Notice relates (which shall be all Shares related to such foreclosure, forfeiture or similar proceeding) and offer (the "Offer") the Principal Stockholder the option to acquire any or all of such Shares. The Principal Stockholder shall have five Business Days following receipt of a Notice (the "Response Period") to respond to the Margin Lender in writing (a "Response") indicating its intention to accept the Offer, subject to negotiation of mutually satisfactory terms. Upon delivery by the Principal Stockholder of a Response, the Principal Stockholder and Margin Lender shall use their respective reasonable best efforts to consummate a Transfer of the Shares identified in the Offer within thirty Business Days upon terms satisfactory to both the Margin Lender and the Principal Stockholder. Upon the first to occur of (i) rejection of the Offer by the Principal Stockholder and (ii) the expiration of the Response Period without the Principal Stockholder delivering a Response, the Margin Lender shall be free to Transfer the Shares, subject only to any applicable legal limitations or restrictions thereon. During the period immediately following any foreclosure, forfeiture or similar proceeding, the Margin Lender shall Transfer Shares only pursuant to the provisions of this Section 3.2. Shares Pledged to a Margin Lender that are acquired by it in connection with a foreclosure, forfeiture or similar proceeding arising from a Pledge of such Shares may be transferred to a member of such Margin Lender's Group without regard to the limitations imposed by this Agreement so long as the transferee agrees to be bound by the provisions of this Agreement to the same extent such Margin Lender is bound.