Reply Discount definition

Reply Discount has the meaning specified in the definition of “Dutch Auction.”

Reply Discount shall have the meaning assigned to such term in Section 2.12(b)(ii).

Reply Discount as defined in Section 5.19(b).

Examples of Reply Discount in a sentence

• If a Term Lender has submitted a Return Bid containing multiple bids at different Reply Discounts, only the bid with the highest Reply Discount that is equal to or greater than the Applicable Discount will be deemed the Qualifying Bid of such Term Lender.

• If a Term B Lender has submitted a Return Bid containing multiple bids at different Reply Discounts, only the bid with the highest Reply Discount that is equal to or greater than the Applicable Discount will be deemed the Qualifying Bid of such Term B Lender.

• Based on the Reply Discounts and Reply Amounts received by the Administrative Agent, the Administrative Agent, in consultation with the Offeror, will determine the applicable discount (the “ Applicable Discount”) for the Auction, which will be the lowest Reply Discount for which Offeror can complete the Auction at the Auction Amount (or such lesser amount of Term Loans for which the Offeror has received Qualifying Bids).

• If a Term Loan Lender has submitted a Return Bid containing multiple bids at different Reply Discounts, only the bid with the highest Reply Discount that is equal to or greater than the Applicable Discount will be deemed the Qualifying Bid of such Term Loan Lender.

• No Return Bids will be accepted which specify a Reply Discount greater than the Dutch Auction Applicable Discount.

• Based on the Reply Discounts andReply Amounts received by the Administrative Agent, the Administrative Agent, in consultation with the Parent Purchaser, will determine the applicable discount (the “Dutch Auction Applicable Discount”) for the Auction, which will be the Reply Discount at which the Parent Purchaser can complete the Auction byaccepting and purchasing the full Auction Amount (or such lesser amount of Loans for which the Parent Purchaser has received Return Bids within the Discount Range).

• The Dutch Auction Applicable Discount so derived shall be applicable for all Lenders who have offered to participate in the Auction and whose Return Bids (including any component bid thereof) specified a Reply Discount equal to or less than the Dutch AuctionApplicable Discount (each a “Qualifying Bid”).

• The Parent and its Affiliates will have no obligation to (and may not) purchase any Loans at a ReplyDiscount that is outside the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a Reply Discount that is outside such applicable Discount Range be considered in any calculation of the Applicable Discount, if applicable.

• No Return Bids will be accepted which specify a Reply Discount less than the Modified Dutch Auction Applicable Discount.

• The Modified Dutch Auction Applicable Discount so derived shall be applicable for all Lenders who have offered to participate in the Auction and whose Return Bids (including any component bid thereof) specified a Reply Discount equal to or greater than the Modified Dutch Auction Applicable Discount (each a “Qualifying Bid”).

More Definitions of Reply Discount

Reply Discount has the meaning assigned to such term in Section 3.04(d)(ii).

Reply Discount as defined in Section 2.12(c)(ii).

Reply Discount has the meaning specified in the definition of “Dutch Auction.” “Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30-day notice period has been waived. “Repricing Event” means (i) any prepayment of the 20232024 Term Loans, in whole or in part, with the proceeds of, or conversion of any portion of the 20232024 Term Loans into, any new or replacement tranche of broadly syndicated pari passu secured long-term term “B” loans denominated in Dollars with an All-in Yield less than the All-in Yield applicable to the 20232024 Term Loans and (ii) any amendment to the 20232024 Term Loan Facility which reduces the All-in Yield applicable to the 20232024 Term Loans, as applicable; provided that a Repricing Event shall not include any event described above (i) that is not consummated for the primary purpose (as determined by the Borrower in good faith) of lowering the effective interest cost or weighted average yield applicable to the 20232024 Term Loans, as applicable or (ii) in connection with a Qualified IPO, a dividend recapitalization, an increase in the 20232024 Term Loan Facility, a Change of Control, a Material Acquisition, a Material Disposition or any other transaction not permitted by this Agreement or any other Loan Document. “Required 20232024 Term Lenders” means, as of any date of determination, Lenders having more than 50% of the sum of the Outstanding Amount of the 20232024 Term Loans and; provided that the portion of the Outstanding Amount of the 20232024 Term Loans held or deemed held by (x) any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders and (y) any Affiliate Lenders (other than Debt Fund Affiliates) shall be deemed to have voted in the same proportion as Lenders that are not Affiliate Lenders vote on such matter. “Required Lenders” means, as of any date of determination, Lenders having more than 50% of the sum of the (a) Total Outstandings and (b) aggregate unused Term Commitments; provided that the unused Term Commitments of, and the portion of the Total Outstandings held or deemed held by (x) any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders and (y) any Affiliate Lenders (other than Debt Fund Affiliates) shall be deemed to have voted in the same proportion as Lenders that are not Affiliate Lenders vote on such matter. “Resolution Authority” means an EEA Resolution Authority or, with resp...

Reply Discount shall have the meaning set forth in Section 2.5(a)(iii).

Reply Discount has the meaning specified in the definition of “Dutch Auction.” “Reportable Event” means any of the events set forth in Section 4043(c) of ERISA or the regulations issued thereunder, other than events for which the 30-day notice period has been waived. “Repricing Event” means (i) any prepayment or repayment of the InitialTranche B Term Loans, in whole or in part, with the proceeds of, or conversion of any portion of the InitialTranche B Term Loans into, any new or replacement tranche of syndicated term loans under credit facilities incurred for the primary purpose of repaying, refinancing, or replacing InitialTranche B Term Loans with loans bearing interest with an All-in Yield less than the All-in Yield applicable to such portion of the InitialTranche B Term Loans (as such comparative yields are determined in the reasonable judgment of the Administrative Agent consistent with generally accepted financial practices) and (ii) any amendment to the Tranche B Term FacilityLoans which reduces the All-in Yield applicable to the InitialTranche B Term Loans; provided that a Repricing Event shall not include any event described above that is not

Reply Discount as defined in Section 3.18(b).