Auction Participants Sample Clauses

Auction Participants. A. Existing Holders and Potential Holders. Participants in each Auction will include: (i) "Existing Holders," which will mean, for purposes of dealing with the Auction Agent in connection with an Auction, a Person who is a Broker-Dealer listed in the Existing Holder registry at the close of business on the Business Day preceding such Auction, and, for purposes of dealing with the Broker-Dealer in connection with an Auction, a Person who is a Beneficial Owner of Auction Rate Securities and (ii) "Potential Holders," which will mean any Person (including an Existing Holder) that is a Broker-Dealer for purposes of dealing with the Auction Agent, and a potential Beneficial Owner for purposes of dealing with a Broker-Dealer, who may be interested in acquiring Auction Rate Securities. By purchasing the Auction Rate Securities, whether in an Auction or otherwise, each prospective purchaser of the Auction Rate Securities or its Broker-Dealer must agree and will be deemed to have agreed: (i) to participate in Auctions on the terms described herein; (ii) so long as the Beneficial Ownership of the Auction Rate Securities is maintained in book-entry form, to sell, transfer or otherwise dispose of Auction Rate Securities, only pursuant to a Bid (as defined below) or a Sell Order (as defined below) in an Auction, or to or through a Broker-Dealer, provided that in the case of all transfers other than those pursuant to an Auction, the Existing Holder of Auction Rate Securities so transferred, its Participant or Broker-Dealer advises the Auction Agent of such transfer; (iii) to have its Beneficial Ownership of Auction Rate Securities maintained at all times in book-entry form for the account of its Participant, which in turn will maintain records of such Beneficial Ownership, and to authorize such Participant to disclose to the Auction Agent such information with respect to such Beneficial Ownership as the Auction Agent may request; (iv) that a Sell Order placed by an Existing Holder will constitute an irrevocable offer to sell the principal amount of Auction Rate Securities specified in such Sell Order; (v) that a Bid placed by an Existing Holder will constitute an irrevocable offer to sell the principal amount of Auction Rate Securities specified in such Bid if the rate specified in such Bid is greater than, or in some cases equal to, the Auction Rate, determined as described in this Appendix B; (vi) that a Bid placed by a Potential Holder will constitute an irrevocable o...