Dutch Auction Clause Samples
A Dutch Auction clause outlines a process for selling an asset where the price is initially set high and then gradually lowered until a buyer accepts the current price. In practice, this method is often used in the sale of securities or company shares, where multiple potential buyers are invited to bid, and the first to accept the offered price secures the purchase. The core function of this clause is to facilitate efficient price discovery and ensure a fair, transparent mechanism for allocating assets among interested parties.
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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:
(i) each Auction shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 6.2.5 and Schedule 6.2.5;
(ii) no Event of Default or Unmatured Event of Default shall (A) have occurred and be continuing on the date of the delivery of each Auction Notice or (B) have occurred at the time of purchase of any Term Loans or result from the purchase of any Term Loans, in each case in connection with any Auction;
(iii) the minimum principal amount (calculated on the face amount thereof) of the Term Loans that the Company offers to purchase in any such Auction shall be no less than $25,000,000 (unless another amount is agreed to by the Auction Manager);
(iv) both immediately before and immediately after giving effect to any purchase of the Term Loans pursuant to this Section 6.2.5, there shall be no Revolving Loans outstanding;
(v) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans so purchased by the Company shall automatically be cancelled and retired by the Company on the settlement date of the relevant purchase (and may not be resold) and all rights of the Company as a Lender related to any Term Loans so purchased by the Company shall automatically and immediately, for all purposes under this Agreement, the other Loan Documents and otherwise, be deemed to be irrevocably terminated, extinguished, cancelled and of no further force and effect and none of the Borrowers or any of their respective Subsidiaries shall obtain or have any rights as a Lender hereunder or under the other Loan Documents by virtue of such purchase or assignment;
(vi) no more than one Auction may be ongoing at any one time;
(vii) the Company represents and warrants on the date of delivery of each Auction Notice that no Borrower shall have any MNPI that both (A) has not been previously disclosed in writing to the Administrative Agent and the Lenders (other than because such Lender does not wish to receive such MNPI) prior to such time, and (B)...
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 Term 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 Term Loans, pursuant to procedures to be mutually agreed to by the Borrower and the Administrative Agent and open to all Lenders holding the relevant Term Loans on a pro rata basis (a “Dutch Auction”) without the consent of the Administrative Agent or any Lender; provided that: (i) any Term 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 Term Loans shall be deemed reduced by the full par value of the aggregate principal amount of the Term Loans so retired and cancelled; (ii) in connection with any assignment effected pursuant to a 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) the Borrower shall be required to represent and warrant that it is not in possession of material non-public information with respect to the Borrower and/or any Subsidiary in connection with any assignment permitted by this Section 9.04(f). The Borrower and its Subsidiaries may not be assigned and shall not be permitted to acquire Term Loans or participations in the Term Loans by open market purchases or otherwise, except for assignments in accordance with this Section 9.04(f).
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 ▇▇▇▇▇▇▇▇ 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 ...
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).