Auction Prepayment Offer definition

Auction Prepayment Offer shall have the meaning assigned to such term in Section 2.12(g).
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Examples of Auction Prepayment Offer in a sentence

  • None of the Administrative Agent, the Auction Manager, or any of their respective Affiliates makes any recommendation pursuant to any Auction Notice as to whether or not any Lender should participate in an Auction Prepayment Offer, nor shall the decision by the Administrative Agent or the Auction Manager (or any of their respective Affiliates) in its capacity as a Lender to participate in an Auction Prepayment Offer be deemed to constitute such a recommendation.

  • In connection with each Auction Prepayment Offer, the Borrower will provide notification to the Auction Manager for distribution to the Lenders of the Term Loans (each, an “Auction Notice”).

  • However, an Auction Prepayment Offer may become void if the conditions to the prepayment set forth in Section 2.12 of the Credit Agreement are not met.

  • If the aggregate principal amount of all Term Loans for which Qualifying Bids have been submitted in any given Auction Prepayment Offer at or below the Applicable Threshold Price would exceed the remaining portion of the Auction Amount, the Borrower shall prepay such Loans ratably based on the relative principal amounts offered by each Lender in an aggregate amount equal to the amount necessary to complete the prepayment of the Auction Amount.

  • Once initiated by an Auction Notice, the Borrower must, in accordance with Section 2.12(g)(iii) of the Credit Agreement, terminate any Auction Prepayment Offer if it reasonably believes that it will fail to satisfy one or more of the conditions set forth in Section 2.12(g)(ii) of the Credit Agreement which are required to be met at the time which otherwise would have been the time of prepayment of Term Loans pursuant to such Auction Prepayment Offer.

  • Based on the Reply Prices and Reply Amounts received by the Auction Manager, the Auction Manager, in consultation with the Borrower, will calculate the lowest purchase price (the “Applicable Threshold Price”) for such Auction Prepayment Offer within the Discount Range for such Auction Prepayment Offer that will allow the Borrower to complete the Auction Prepayment Offer by prepaying the full Auction Amount (or such lesser amount of Term Loans for which the Borrower has received Qualifying Bids).

  • Each Lender should make its own decision as to whether to participate in an Auction Prepayment Offer and as to the price to be sought for its Term Loans.

  • All questions as to the form of documents and eligibility of Term Loans that are the subject of an Auction Prepayment Offer will be determined by the Auction Manager, in consultation with the Borrower, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 2.12(g) of the Credit Agreement or this Exhibit C, as determined by the Auction Manager in good faith.

  • An Auction Prepayment Offer shall be regarded as a “failed Auction Prepayment Offer” in the event that either (x) the Borrower withdraws such Auction Prepayment Offer in accordance with the terms hereof or as set forth in Section 2.12(g)(iii) of the Credit Agreement or (y) the Expiration Time occurs with no Qualifying Bids having been received.

  • In addition, each Lender should consult its own attorney, business advisor and/or tax advisor as to legal, business, tax and related matters concerning each Auction Prepayment Offer and the Auction Notice.

Related to Auction Prepayment Offer

  • Discount Range Prepayment Offer means the irrevocable written offer by a Term Lender, substantially in the form of Exhibit L, submitted in response to an invitation to submit offers following the Auction Agent’s receipt of a Discount Range Prepayment Notice.

  • Solicited Discounted Prepayment Offer means the irrevocable written offer by each Term Lender, substantially in the form of Exhibit O, submitted following the Administrative Agent’s receipt of a Solicited Discounted Prepayment Notice.

  • Borrower Solicitation of Discount Range Prepayment Offers means the solicitation by any Company Party of offers for, and the corresponding acceptance by a Lender of, a voluntary prepayment of Term Loans at a specified range of discounts to par pursuant to Section 2.05(a)(v)(C).

  • Borrower Solicitation of Discounted Prepayment Offers means the solicitation by any Company Party of offers for, and the subsequent acceptance, if any, by a Lender of, a voluntary prepayment of Term Loans at a discount to par pursuant to Section 2.05(a)(v)(D).

  • Proposed Prepayment Date is defined in Section 8.3(c).

  • Prepayment means any prepayment, whether in part or in full, in respect of any Receivable.

  • Specified Discount Prepayment Notice means an irrevocable written notice of a Borrower Offer of Specified Discount Prepayment made pursuant to Section 2.11(a)(ii)(B) substantially in the form of Exhibit I.

  • Specified Discount Prepayment Amount has the meaning set forth in Section 2.05(a)(v)(B)(1).

  • Discount Range Prepayment Notice means a written notice of a Borrower Solicitation of Discount Range Prepayment Offers made pursuant to Section 2.11(a)(ii)(C) substantially in the form of Exhibit K.

  • Discount Range Prepayment Amount has the meaning set forth in Section 2.05(a)(v)(C)(1).

  • Specified Discount Prepayment Response Date has the meaning set forth in Section 2.05(a)(v)(B)(1).

  • Solicited Discounted Prepayment Notice means an irrevocable written notice of a Borrower Solicitation of Discounted Prepayment Offers made pursuant to Section 2.11(a)(ii)(D) substantially in the form of Exhibit N.

  • Borrower Offer of Specified Discount Prepayment means the offer by any Company Party to make a voluntary prepayment of Term Loans at a Specified Discount to par pursuant to Section 2.05(a)(v)(B).

  • Solicited Discounted Prepayment Amount has the meaning set forth in Section 2.05(a)(v)(D)(1).

  • Proposed Discounted Prepayment Amount has the meaning specified in Section 2.05(d)(ii).

  • Solicited Discounted Prepayment Response Date has the meaning set forth in Section 2.05(a)(v)(D)(1).

  • Discount Range Prepayment Response Date has the meaning set forth in Section 2.05(a)(v)(C)(1).

  • Notice of Loan Prepayment means a notice of prepayment with respect to a Loan, which shall be substantially in the form of Exhibit 2.05 or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower.

  • Discounted Prepayment Option Notice has the meaning specified in Section 2.05(d)(ii).

  • Discounted Term Loan Prepayment has the meaning assigned to such term in Section 2.11(a)(ii)(A).

  • Acceptable Prepayment Amount has the meaning set forth in Section 2.05(a)(v)(D)(3).

  • Prepayment Notice means a notice by the Borrower to prepay Loans, which shall be in such form as the Appropriate Party may approve.

  • Discounted Voluntary Prepayment Notice has the meaning specified in Section 2.05(d)(v).

  • ECF Prepayment Amount has the meaning assigned to such term in Section 2.11(b)(i).

  • Prepayment Date has the meaning specified in Section 2.05(c).

  • Mandatory Prepayment Amount for any Debentures shall equal the sum of (i) the greater of: (A) 130% of the principal amount of Debentures to be prepaid, plus all accrued and unpaid interest thereon, or (B) the principal amount of Debentures to be prepaid, plus all other accrued and unpaid interest hereon, divided by the Conversion Price on (x) the date the Mandatory Prepayment Amount is demanded or otherwise due or (y) the date the Mandatory Prepayment Amount is paid in full, whichever is less, multiplied by the VWAP on (x) the date the Mandatory Prepayment Amount is demanded or otherwise due or (y) the date the Mandatory Prepayment Amount is paid in full, whichever is greater, and (ii) all other amounts, costs, expenses and liquidated damages due in respect of such Debentures.