Common use of Asset Sales Offer Clause in Contracts

Asset Sales Offer. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the second paragraph of Section 4.10(a) hereof will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds U.S.$5,000,000, within five days thereof, the Company shall make an Asset Sale Offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets in accordance with Section 3.09 hereof to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at the offer price specified in the next sentence. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount plus accrued and unpaid interest to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company shall select such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.09 hereof or this Section 4.10, the Company shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.09 hereof or this Section 4.10 by virtue of such compliance.

Asset Sales Offer. The Second Paragraph of Section 4.09 of the Indenture is hereby deleted and replaced with the following: "Within 180 days after any Asset Sale, the Company or Subsidiary, as applicable, may apply the Net Proceeds from such Asset Sale to an investment in another business or capital expenditure or other tangible or long-term assets in the same or a similar line of business as the Company or any Subsidiary was engaged in on the date of this Indenture. Pending the final application of any such Net Proceeds, the Company or Subsidiary, as applicable, may temporarily invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from the Asset Sales Sale that are not applied or invested as provided in the second first sentence of this paragraph of Section 4.10(a) hereof will be deemed to constitute “"Excess Proceeds.” " When the aggregate amount of Excess Proceeds exceeds U.S.$5,000,000, within five days thereof$5 million, the Company shall make an Asset Sale Offer offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets in accordance with Section 3.09 hereof (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds Proceeds, at the offer price specified in the next sentence. The an offer price in any Asset Sale Offer will be cash in an amount equal to 100101% of the principal amount thereof plus accrued and unpaid interest interest, if any, to the date of purchase, and will in accordance with the procedures in Section 3.09 hereof, provided, that, solely in the case of the Auto Assets Sale, the entire Net Proceeds thereof shall be payable in cash. If any deemed Excess Proceeds remain (the "Auto Excess Proceeds") and the Company shall as soon as practicable after consummation the completion of the Auto Assets Sale make an Asset Sale Offer to purchase with the Auto Excess Proceeds $28,000,000 in principal amount of the Notes at an offer price in cash in an amount equal to not less than 95% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase, in accordance with the procedures in Section 3.09 hereof (the "Auto Asset Sale Offer"). To the extent that the aggregate purchase price of the Notes tendered pursuant to any Asset Sale Offer plus all accrued interest and the costs of such Asset Sale Offer ("Total Offer Expenditure") is less than the Excess Proceeds, the Company or Subsidiary, as applicable, may use such deficiency for general corporate purposes. If, however, in connection with any Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess ProceedsProceeds (or, in the case of the Auto Asset Sale Offer, would cause the Total Offer Expenditure to exceed the Total Offer Expenditure that would apply if no more than $28,000,000 in aggregate principal amount of the Notes had been tendered), the Trustee Company shall select the Notes and the Company shall select such other pari passu Indebtedness (or portions thereof) to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, such that the amount of Excess Proceeds will be reset at zero. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder aggregate Notwithstanding anything to the extent those laws and regulations are applicable contrary in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.09 hereof or this Section 4.104.09, the Company shall comply with not, and shall not permit any of its Subsidiaries to, issue or sell equity securities of any of their respective subsidiaries in violation of the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.09 hereof or this Section 4.10 by virtue of such compliancePledge Agreement."