Open Market Repurchases. Notwithstanding any provision hereunder or in the Indenture to the contrary, the Company and its Affiliates may purchase Notes from investors who are willing to sell from time to time, either in the open market at prevailing prices or in private transactions at negotiated prices. Notes that the Company or any of its Affiliates purchase may, at the Company’s discretion, be held, resold or canceled.
Open Market Repurchases. (a) Notwithstanding anything to the contrary contained in this Agreement, the Borrower and its Subsidiaries may at any time and from time to time make open market purchases of Term Loans, Incremental Term Loans and Refinancing Term Loans (each, an “Open Market Purchase”), so long as no Default or Event of Default shall have occurred and be continuing on the time of such Open Market Purchase.
(b) The aggregate principal amount (calculated on the face amount thereof) of all Term Loans, Incremental Term Loans and Refinancing Term Loans so purchased by the Borrower or its Subsidiaries shall immediately and automatically be cancelled and retired by them on the settlement date of the relevant purchase (and may not be resold).
(c) The Borrower will promptly advise the Administrative Agent of the total amount of all Term Loans, Incremental Term Loans and Refinancing Term Loans so purchased by the Borrower or its Subsidiaries and the Administrative Agent is authorized to make appropriate entries in the Register to reflect such cancellation and retirement.
(d) With respect to all purchases of Term Loans, Incremental Term Loans and Refinancing Term Loans made by the Borrower pursuant to this Section 2.20, (i) the Borrower or its Subsidiaries shall pay on the settlement date of each such purchase all accrued and unpaid interest, if any, on the purchased Term Loans, Incremental Term Loans and Refinancing Term Loans up to the settlement date of such purchase (except to the extent otherwise set forth in the relevant purchase document as agreed by the respective selling Lender) and (ii) such purchases (after the payments made by the Borrower or its Subsidiaries and the cancellation of the purchased Term Loans, Incremental Term Loans and Refinancing Term Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.05 or 2.07.
(e) The Administrative Agent and the Lenders hereby consent to the Open Market Purchases contemplated by this Section 2.20 and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 2.05, 2.07, 2.12, 2.13 and 10.06, it being understood and acknowledged that purchases of the Term Loans, Incremental Term Loans and Refinancing Term Loans by the Borrower or its Subsidiaries contemplated by this Section 2.20 shall not constitute Investments by the Borrower or its Subsidiaries) that may otherwise prohibit any Open Market Purchase...
Open Market Repurchases. In the event of an open-market repurchase of Company Common Shares by the Company or its Subsidiaries other than pursuant to accelerated share repurchases covered by Section 2.3 (an “Open-Market Repurchase”, and the number of Company Common Shares that are repurchased in such Open-Market Repurchase, the “Repurchased Amount”), notwithstanding the Transfer restrictions set forth in Section 2.1, each Investor shall be entitled to cause the Company to repurchase a number of Company Series D Preferred Shares it holds up to and including its respective OMR Investor Put Amount.
(a) If the Company determines to effect an Open-Market Repurchase pursuant to a plan intended to be compliant under Rule 10b5-1(c) under the Exchange Act, the Company shall give written notice of such plan for an Open-Market Repurchase to each Investor at least seven (7) Business Days prior to the start of such plan. Such Investor may elect to sell to the Company a number of Company Series D Preferred Shares it holds up to and including its OMR Investor Put Amount at the OMR Put Price for such plan by giving written notice to the Company of its election (including the number of shares it elects to sell) no later than five (5) Business Days following receipt of the Company’s notice regarding such Open-Market Repurchase. If the Investor elects to participate in such Open-Market Repurchase (which for the avoidance of doubt shall be with respect to any Open-Market Repurchase during the entire period of such plan),
(i) the Company shall provide a statement to the Investor at the end of each day during such period on which the Company purchases any Company Common Shares pursuant such Open-Market Repurchase setting forth: 1. the purchases of Company Common Shares made on such day and the volume weighted average price paid for such Company Common Shares;
Open Market Repurchases. Notwithstanding any provision hereunder or under the Indenture to the contrary, the Issuers may purchase Notes from investors who are willing to sell from time to time, whether pursuant to an issuer tender offer, open market purchase, negotiated transactions or otherwise, so long as such acquisition does not otherwise violate the terms of the Indenture. Notes that the Issuers purchase may, at the discretion of the Issuers, be held, resold or canceled by the Issuers.
Open Market Repurchases. The Company may from time to time repurchase the Notes in open market purchases or negotiated transactions without prior notice to Noteholders.
Open Market Repurchases. (a) Notwithstanding anything to the contrary contained in this Agreement, the Borrower and its Subsidiaries may at any time and from time to time make open market purchases of Term Loans, Incremental Term Loans and Refinancing Term Loans (each, an “Open Market Purchase”), so long as no Default or Event of Default shall have occurred and be continuing on the time of such Open Market Purchase; provided that no proceeds of Revolving Loans shall
Open Market Repurchases. 88 Article III.TAXES, YIELD PROTECTION AND ILLEGALITY...................................................................89 3.01 Taxes.....................................................................................................................................89 3.02 Illegality................................................................................................................................92 3.03 Inability to Determine Rates..................................................................................................93 3.04 Increased Costs; Reserves on Eurocurrency Rate Loans.......................................................93
Open Market Repurchases. (i) Notwithstanding anything to the contrary in Section 2.05(a), 2.12(a) or 2.13 (which provisions shall not be applicable to this Section 2.05(c)), the Borrower shall have the right at any time and from time to time to prepay Term Loans to the Lenders on a non pro rata basis (each, an “Open Market Repurchase”) pursuant to the procedures described in this Section 2.05(c); provided that (A) immediately after giving effect to any Open Market Repurchase, the sum of (x) the excess of the aggregate Revolving Credit Commitments at such time less the aggregate Revolving Credit Exposure (excluding L/C Obligations) plus (y) the amount of unrestricted cash and cash equivalents of the Borrower and its Restricted Subsidiaries shall be not less than the aggregate Revolving Credit Commitments of all Revolving Credit Lenders at such time, (B) any Open Market Repurchase shall be offered to all Lenders with Term Loans on a pro rata basis, and (C) the Borrower shall deliver to the Administrative Agent a certificate stating that (1) no Default or Event of Default has occurred and is continuing or would result from the Open Market Repurchase (after giving effect to any related waivers or amendments obtained in connection with such Open Market Repurchase) and (2) each of the conditions to such Open Market Repurchase contained in this Section 2.05(c) has been satisfied.
(ii) To the extent the Borrower seeks to make a Open Market Repurchase, the Borrower will provide written notice to the Administrative Agent substantially in the form of Exhibit J hereto (an “OMR Notice”) that the Borrower desires to prepay Term Loans in an aggregate principal amount specified therein (a “Proposed OMR Amount”), at a discount to the par value of such Term Loans as specified below, if any. The Proposed OMR Amount of Term Loans shall not be less than $5,000,000. The OMR Notice shall further specify with respect to the proposed Open Market Repurchase: (A) the Proposed OMR Amount of Term Loans, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Open Market Repurchase (representing the percentage of par of the principal amount of Term Loans to be prepaid) (the “Discount Range”), if any, (C) the date by which Lenders are required to indicate their election to participate in such proposed Open Market Repurchase which shall be at least five Business Days following the date of the OMR Notice (the “Acceptance Date”) and (D) whether such proposed O...
Open Market Repurchases. We may at any time purchase notes at any price or prices in the open market or otherwise. Notes so purchased by us may, at our discretion, be held, resold or surrendered to the applicable trustee for cancellation. Where our repurchase of notes would result in TD not meeting the TLAC requirements applicable to it pursuant to the TLAC Guideline, we may only repurchase those notes if we have obtained the prior approval of the Superintendent. Table of Contents
Open Market Repurchases. The Issuers may repurchase Notes on the open market at any time; provided that (a) after giving effect pro forma effect to any such purchase, no Default or Event of Default shall have occurred and be continuing and (b) such repurchase may only be (i) funded from amounts in the Open Market Repurchase Account and (ii) made in accordance with the procedures set forth in Section 11.07 hereof.
