Hostile Acquisitions. Directly or indirectly use the proceeds of any Loan in connection with the acquisition of part or all of a voting interest of five percent or more in any corporation or other business entity if such acquisition is opposed by the board of directors or management of such corporation or business entity.
Hostile Acquisitions. (1) In the event the Borrower wishes to utilize the proceeds of one or more Loans under the Credit Facility to, or to provide funds to any Subsidiary to, finance a Hostile Acquisition, then the following steps shall be followed:
(a) at least five (5) Banking Days prior to the delivery to the Agent of any Drawdown Notice pursuant to Section 2.7 requesting one or more Loans under the Credit Facility intended to be used to finance such Hostile Acquisition, the Borrower shall notify the Agent and shall provide the Agent with particulars of such Hostile Acquisition, including particulars in sufficient detail to enable each Lender to determine whether it has a conflict of interest if the proceeds of Loans from such Lender are used by the Borrower to finance such Hostile Acquisition;
(b) promptly after receipt of such notice and particulars from the Borrower, the Agent shall (i) notify an appropriate officer of each Lender and provide such particulars to such officer and (ii) confirm receipt (other than by way of an automated response) of such notice and particulars by each such officer;
(c) within three (3) Banking Days of such confirmation by the Agent of each such appropriate officer being so advised, each Lender shall notify the Agent of such Lender’s determination as to whether (i) such a conflict of interest exists or (ii) the funding of such Hostile Acquisition would contravene an internal policy of general application of such Lender (each such determination to be made by each such Lender in the exercise of its sole discretion, having regard to such considerations as it deems appropriate); provided that in the event such Lender does not so notify the Agent within such three (3) Banking Day period, such Lender shall be deemed to have notified the Agent that it has no such conflict of interest or contravention; and
(d) the Agent shall promptly notify the Borrower of each such Lender’s determination, and, in the event that any Lender has such a conflict of interest or the funding would contravene such a policy (each, a “Conflicted Lender”), then upon such Conflicted Lender so notifying the Agent, the Conflicted Lender shall have no obligation to provide Loans to finance such Hostile Acquisition, notwithstanding any other provision of this Agreement to the contrary; provided, however, that each other Lender (each, a “Non-Conflicted Lender”) which has, or is deemed to have, no such conflict of interest or contravention shall have an obligation, up to the amount...
Hostile Acquisitions. 63 6.5 Distributions..................................................................................63 6.6 ERISA..........................................................................................64 6.7 Change in Nature of Business...................................................................64 6.8 Liens and Negative Pledges.....................................................................64 6.9
Hostile Acquisitions. If the Borrower wishes to utilize, whether directly or indirectly, Drawdowns to facilitate, assist or participate in a Hostile Acquisition by one or more of the Harvest Parties or any Affiliate thereof:
(a) at least 10 Banking Days prior to the delivery to the Agent of a Notice of Drawdown made in connection with a Hostile Acquisition, the president or senior financial officer of the Borrower will notify the Agent (who will then notify the Lenders) of the particulars of the Hostile Acquisition in sufficient detail to enable each Lender to determine, in each Lender's sole discretion, whether it will participate in a Drawdown to be utilized for such Hostile Acquisition;
(b) if a Lender decides not to fund a Drawdown to be utilized for such Hostile Acquisition, then upon such Lender so notifying the Agent and the Borrower, such Lender will have no obligation to fund such Drawdown notwithstanding any other provision of this Agreement to the contrary; and
(c) each Lender will use reasonable commercial efforts to notify the Agent as soon as practicable (and in any event within 7 Banking Days of receipt of the particulars thereof from the Agent) of its decision whether or not to fund a proposed Hostile Acquisition.
Hostile Acquisitions. Directly or indirectly use the proceeds of any Loan in connection with the acquisition of part or all of a voting interest of five percent (5%) or more in any corporation or other business entity if such acquisition is opposed by the board of directors or management of such corporation or business entity.
Hostile Acquisitions. The Company shall not, and shall not permit any of its Subsidiaries to, (a) Purchase, or attempt to Purchase, any Person by means of a public debt or equity tender offer or other unsolicited takeover (or the equivalent thereof in any jurisdiction) or (b) engage in a proxy contest (or the equivalent thereof in any jurisdiction) for control of the board of directors (or the functional equivalent thereof) of any Person, in either case which has not been approved and recommended by the board of directors (or the functional equivalent thereof) of the Person being acquired or proposed to be acquired or which is the subject of such proxy contest.
Hostile Acquisitions. Use the proceeds of any Extension of Credit in connection with the acquisition of a voting interest of five percent or more in any Person if such acquisition is opposed by the board of directors or management of such Person unless (a) Borrower has given Administrative Agent (who shall promptly notify each Lender) five Business Days’ prior notice thereof and (b) no Lender shall have, within that period, notified Administrative Agent (who shall promptly notify Borrower) not consented to the use of the proceeds of such Extension of Credit for that purpose.
Hostile Acquisitions. 99 7.7 ERISA ....................................................................................................................99 7.8 Change in Nature of Business ................................................................................99 7.9
Hostile Acquisitions. 65 6.4 Distributions...................................................................................65 6.5 ERISA...........................................................................................66 6.6 Change in Nature of Business....................................................................66 6.7 Liens and Negative Pledges......................................................................66 6.8 Transactions with Affiliates....................................................................67 6.9 Stockholders' Equity............................................................................67 6.10
Hostile Acquisitions. The proposed Acquisition shall not be considered by the Administrative Agent, the Documentation Agent and the Lenders, in their sole and absolute discretion, to be a so-called "hostile acquisition."
