Determination of Applicable Dividend Rates. (a) Between 1:00 p.m., New York City time, on each Tender Date and 4:00 p.m., New York City time, on the succeeding Dividend Reset Date, the Remarketing Agents shall determine (i) unless the Board of Trustees has designated such next Dividend Period as a Special Dividend Period with respect to all shares subject to Tender and Dividend Reset, the allocation of tendered shares of RP among a 7-day Dividend Period, a 28-day Dividend Period and each available Optional Dividend Period, if any, and, if applicable, a Special Dividend Period (provided that, if the Remarketing Agents are unable to remarket on such Dividend Reset Date all such tendered shares in a Remarketing at a price of $100,000 per share, then the Remarketing Agents shall allocate no shares to any Optional Dividend Period and no shares will be assigned to any Special Dividend Period and such shares shall be allocated to a 7-day Dividend Period) and (ii) the Applicable Dividend Rates to the nearest one-thousandth (0.001) of one percent per annum for the next 7-day Dividend Period, the next 28-day Dividend Period and the next Optional Dividend Period or Periods or the next designated Special Dividend Period, as the case may be. The Applicable Dividend Rate for each such Dividend Period, except as otherwise required herein, shall be the dividend rate per annum which the Remarketing Agents determine, in their sole judgment, to be the lowest rate, giving effect to such allocation, that will enable them to remarket on behalf of the Beneficial Owners thereof all shares of RP subject to Tender and Dividend Reset in such Remarketing and tendered to them on such Tender Date at a price of $100,000 per share. (b) If no Applicable Dividend Rate shall have been established on a Dividend Reset Date in a Remarketing for a 7-day Dividend Period, a 28-day Dividend Period or Optional Dividend Period or Periods or Special Dividend Period, if any, or for any or all of the foregoing, for any reason (other than because there are no Remarketing Agents, the Remarketing Agents are not required to conduct a Remarketing pursuant to the terms of the Remarketing Agreement or the Remarketing Agents are unable to remarket on the Dividend Reset Date all shares of RP tendered (or deemed tendered) to them at a price of $100,000 per share), then the Remarketing Agents, in their sole discretion, shall, if necessary and except during a Non-Payment Period, after taking into account market conditions as reflected in the prevailing yields on fixed and variable rate taxable and tax-exempt debt securities and the prevailing dividend yields of fixed and variable rate preferred stock, determine the Applicable Dividend Rate or Rates, as the case may be, that would be the rate or rates per annum that would be the initial dividend rate or rates in an offering on such Dividend Reset Date, assuming in each case a comparable dividend period or periods, issuer and security. If there is no Remarketing because there are no Remarketing Agents or the Remarketing Agents are not required to conduct a Remarketing pursuant to the Remarketing Agreement or if the Remarketing Agents are unable to remarket on the Dividend Reset Date all shares of RP tendered (or deemed tendered) to them at a price of $100,000 per share, then, except during a Non-Payment Period, the Applicable Dividend Rate for the subsequent Dividend Period and for each subsequent Dividend Period for which no Remarketing takes place because of the foregoing shall be the applicable Maximum Dividend Rate for a 7-day Dividend Period and the next succeeding Dividend Period shall be a 7-day Dividend Period. In a Remarketing, the Applicable Dividend Rates for different Dividend Periods need not be equal. (c) In determining such Applicable Dividend Rate or Rates, and making such allocation, the Remarketing Agents shall, after taking into account market conditions as reflected in the prevailing yields on fixed and variable rate taxable and tax-exempt debt securities and the prevailing dividend yields of fixed and variable rate preferred stock determined for the purpose of providing non-binding indications of the Applicable Dividend Rate to Beneficial Owners and potential purchasers of shares of RP, (i) consider the number of shares of RP tendered and the number of shares of RP potential purchasers are willing to purchase and (ii) contact by telephone or otherwise current and potential Beneficial Owners of shares of RP subject to Tender and Dividend Reset to ascertain the dividend rates at which they would be willing to hold shares of RP. (d) The Applicable Dividend Rate or Rates as well as the allocation of tendered shares of RP shall be determined as aforesaid by the Remarketing Agents in their sole discretion (except as otherwise provided in this Section 12.2 with respect to Applicable Dividend Rates that shall be the Non-Payment Period Rate or the Maximum Dividend Rates) and shall be conclusive and binding on Holders and Beneficial Owners. (e) Except during a Non-Payment Period, the Applicable Dividend Rate for any Dividend Period shall not be more than the applicable Maximum Dividend Rate.
Appears in 3 contracts
Samples: Bylaws (Putnam Managed Municipal Income Trust), Bylaws (Putnam Managed Municipal Income Trust), Bylaws (Putnam Managed Municipal Income Trust)
Determination of Applicable Dividend Rates. (a) Between 1:00 By 3:00 p.m., New York City time, on each Tender Remarketing Date and 4:00 p.m., New York City time, on the succeeding Dividend Reset Datefor a series of RP, the Remarketing Agents shall determine (i) unless the Board of Trustees has designated such next Dividend Period as a Special Dividend Period with respect to all shares subject to Tender and Dividend Reset, the allocation of tendered shares of RP among a 7-day Dividend Period, a 28-day Dividend Period and each available Optional Dividend Period, if any, and, if applicable, a Special Dividend Period (provided that, if the Remarketing Agents are unable to remarket on such Dividend Reset Date all such tendered shares in a Remarketing at a price of $100,000 per share, then the Remarketing Agents shall allocate no shares to any Optional Dividend Period and no shares will be assigned to any Special Dividend Period and such shares shall be allocated to a 7-day Dividend Period) and (ii) the Applicable Dividend Rates Rate to the nearest one-thousandth (0.001) of one percent per annum for the next 7-day Dividend Period, the next 28-day Dividend Period and (in the next Optional case of Series A RP) or 7-day Dividend Period (in the case of Series B RP or Periods or the next designated Series C RP), or, if designated, Special Dividend Period, as the case may be. The Applicable Dividend Rate for each such Dividend Period, except as otherwise required herein, shall be the dividend rate per annum which the Remarketing Agents determine, in their sole judgment, to be the lowest rate, giving effect to such allocation, rate that will enable them to remarket on behalf of the Beneficial Owners thereof all shares of RP subject to Tender and Dividend Reset in such Remarketing and tendered to them on such Tender Remarketing Date at a price of $100,000 50,000 per shareshare (in the case of Series A RP) or $25,000 per share (in the case of Series B RP and Series C RP).
(b) If For any series of RP, if no Applicable Dividend Rate shall have been established on a Dividend Reset Remarketing Date in a Remarketing for a 7-day Dividend Period, a the next 28-day Dividend Period (in the case of Series A RP) or Optional 7-day Dividend Period (in the case of Series B RP or Periods Series C RP), or Special Dividend Period, if any, or for any or all of the foregoing, for any reason (other than because there are no Remarketing Agents, the Remarketing Agents are not required to conduct a Remarketing pursuant to the terms of the Remarketing Agreement or the Remarketing Agents are unable to remarket on the Dividend Reset Remarketing Date all shares of RP tendered (or deemed tendered) to them at a price of $100,000 50,000 per shareshare (in the case of Series A RP) or $25,000 per share (in the case of Series B RP and Series C RP)), then the Remarketing Agents, in their sole discretion, shall, if necessary and except during a Non-Payment Period, after taking into account market conditions as reflected in the prevailing yields on fixed and variable rate taxable and tax-tax exempt debt securities and the prevailing dividend yields of fixed and variable rate preferred stock, determine the Applicable Dividend Rate or Rates, as the case may be, that would be the rate or rates per annum that would be the initial dividend rate or rates fixed in an offering on such Dividend Reset Remarketing Date, assuming in each case a comparable dividend period or periodsperiod, issuer and security. If there is no Remarketing for such series of RP because there are no Remarketing Agents or the Remarketing Agents are not required to conduct a Remarketing pursuant to the Remarketing Agreement or if the Remarketing Agents are unable to remarket on the Dividend Reset Remarketing Date all shares of RP tendered (or deemed tendered) to them at a price of $100,000 50,000 per shareshare (in the case of Series A RP) or $25,000 per share (in the case of Series B RP or Series C RP), then, except during a Non-Payment Period, the Applicable Dividend Rate for the subsequent Dividend Period for RP and for each subsequent Dividend Period for RP for which no Remarketing takes place because of the foregoing shall be the applicable Maximum Dividend Rate for a 28-day Dividend Period (in the case of Series A RP) or 7-day Dividend Period (in the case of Series B RP or Series C RP) and the next succeeding Dividend Period for RP and each such subsequent Dividend Period shall be a 28-day Dividend Period (in the case of Series A RP) or 7-day Dividend Period. In a Remarketing, Period (in the Applicable Dividend Rates for different Dividend Periods need not be equalcase of Series B RP or Series C RP).
(c) In determining such the Applicable Dividend Rate or Rates, and making such allocationfor a series of RP, the Remarketing Agents shall, after taking into account market conditions as reflected in the prevailing yields on fixed and variable rate taxable and tax-tax exempt debt securities and the prevailing dividend yields of fixed and variable rate preferred stock determined for the purpose of providing non-binding indications of the Applicable Dividend Rate to Beneficial Owners and potential purchasers of shares of RP, (i) consider the number of shares of RP tendered and the number of shares of RP potential purchasers are willing to purchase and (ii) contact by telephone or otherwise current and potential Beneficial Owners of shares of RP subject to Tender and Dividend Reset to ascertain the dividend rates at which they would be willing to hold shares of RP.
(d) The Applicable Dividend Rate or Rates as well as the allocation of tendered shares for each series of RP shall be determined as aforesaid by the Remarketing Agents in their sole discretion (except as otherwise provided in this Section 12.2 12.1 with respect to an Applicable Dividend Rates Rate that shall be the Non-Payment Period Rate or the Maximum Dividend RatesRate) and shall be conclusive and binding on Holders and Beneficial Owners.
(e) Except during a Non-Payment Period, the Applicable Dividend Rate for any Dividend Period for each series of RP shall not be more than the applicable Maximum Dividend Rate.
Appears in 2 contracts
Samples: Bylaws (Putnam Municipal Opportunities Trust), Bylaws (Putnam Municipal Opportunities Trust)
Determination of Applicable Dividend Rates. (a) Between 1:00 By 3:00 p.m., New York City time, on each Tender Remarketing Date and 4:00 p.m., New York City time, on the succeeding Dividend Reset Datefor a series of RP, the Remarketing Agents shall determine (i) unless the Board of Trustees has designated such next Dividend Period as a Special Dividend Period with respect to all shares subject to Tender and Dividend Reset, the allocation of tendered shares of RP among a 7-day Dividend Period, a 28-day Dividend Period and each available Optional Dividend Period, if any, and, if applicable, a Special Dividend Period (provided that, if the Remarketing Agents are unable to remarket on such Dividend Reset Date all such tendered shares in a Remarketing at a price of $100,000 per share, then the Remarketing Agents shall allocate no shares to any Optional Dividend Period and no shares will be assigned to any Special Dividend Period and such shares shall be allocated to a 7-day Dividend Period) and (ii) the Applicable Dividend Rates Rate to the nearest one-thousandth (0.001) of one percent per annum for the next 7-day Dividend Period, the next 28-day Dividend Period and (in the next Optional case of Series A RP) or 7-day Dividend Period (in the case of Series B RP or Periods or the next designated Series C RP), or, if designated, Special Dividend Period, as the case may be. The Applicable Dividend Rate for each such Dividend Period, except as otherwise required herein, shall be the dividend rate per annum which the Remarketing Agents determine, in their sole judgment, to be the lowest rate, giving effect to such allocation, rate that will enable them to remarket on behalf of the Beneficial Owners thereof all shares of RP subject to Tender and Dividend Reset in such Remarketing and tendered to them on such Tender Remarketing Date at a price of $100,000 50,000 per shareshare (in the case of Series A RP) or $25,000 per share (in the case of Series B RP and Series C RP).
(b) If For any series of RP, if no Applicable Dividend Rate shall have been established on a Dividend Reset Remarketing Date in a Remarketing for a 7-day Dividend Period, a the next 28-day Dividend Period (in the case of Series A RP) or Optional 7-day Dividend Period (in the case of Series B RP or Periods Series C RP), or Special Dividend Period, if any, or for any or all of the foregoing, for any reason (other than because there are no Remarketing Agents, the Remarketing Agents are not required to conduct a Remarketing pursuant to the terms of the Remarketing Agreement or the Remarketing Agents are unable to remarket on the Dividend Reset Remarketing Date all shares of RP tendered (or deemed tendered) to them at a price of $100,000 50,000 per shareshare (in the case of Series A RP) or $25,000 per share (in the case of Series B RP and Series C RP)), then the Remarketing Agents, in their sole discretion, shall, if necessary and except during a Non-Payment Period, after taking into account market conditions as reflected in the prevailing yields on fixed and variable rate taxable and tax-tax exempt debt securities and the prevailing dividend yields of fixed and variable rate preferred stock, determine the Applicable Dividend Rate or Rates, as the case may be, that would be the rate or rates per annum that would be the initial dividend rate or rates fixed in an offering on such Dividend Reset Remarketing Date, assuming in each case a comparable dividend period or periodsperiod, issuer and security. If there is no Remarketing for such series of RP because there are no Remarketing Agents or the Remarketing Agents are not required to conduct a Remarketing pursuant to the Remarketing Agreement or if the Remarketing Agents are unable to remarket on the Dividend Reset Remarketing Date all shares of RP tendered (or deemed tendered) to them at a price of $100,000 50,000 per shareshare (in the case of Series A RP) or $25,000 per share (in the case of Series B RP or Series C RP), then, except during a Non-Non- Payment Period, the Applicable Dividend Rate for the subsequent Dividend Period for RP and for each subsequent Dividend Period for RP for which no Remarketing takes place because of the foregoing shall be the applicable Maximum Dividend Rate for a 28-day Dividend Period (in the case of Series A RP) or 7-day Dividend Period (in the case of Series B RP or Series C RP) and the next succeeding Dividend Period for RP and each such subsequent Dividend Period shall be a 28- day Dividend Period (in the case of Series A RP) or 7-day Dividend Period. In a Remarketing, Period (in the Applicable Dividend Rates for different Dividend Periods need not be equalcase of Series B RP or Series C RP).
(c) In determining such the Applicable Dividend Rate or Rates, and making such allocationfor a series of RP, the Remarketing Agents shall, after taking into account market conditions as reflected in the prevailing yields on fixed and variable rate taxable and tax-tax exempt debt securities and the prevailing dividend yields of fixed and variable rate preferred stock determined for the purpose of providing non-binding indications of the Applicable Dividend Rate to Beneficial Owners and potential purchasers of shares of RP, (i) consider the number of shares of RP tendered and the number of shares of RP potential purchasers are willing to purchase and (ii) contact by telephone or otherwise current and potential Beneficial Owners of shares of RP subject to Tender and Dividend Reset to ascertain the dividend rates at which they would be willing to hold shares of RP.
(d) The Applicable Dividend Rate or Rates as well as the allocation of tendered shares for each series of RP shall be determined as aforesaid by the Remarketing Agents in their sole discretion (except as otherwise provided in this Section 12.2 12.1 with respect to an Applicable Dividend Rates Rate that shall be the Non-Payment Period Rate or the Maximum Dividend RatesRate) and shall be conclusive and binding on Holders and Beneficial Owners.
(e) Except during a Non-Payment Period, the Applicable Dividend Rate for any Dividend Period for each series of RP shall not be more than the applicable Maximum Dividend Rate.
Appears in 1 contract
Determination of Applicable Dividend Rates. (a) Between 1:00 p.m., New York City time, on each Tender Date and 4:00 p.m., New York City time, on the succeeding Dividend Reset Date, the Remarketing Agents shall determine (i) unless the Board of Trustees has designated such next Dividend Period as a Special Dividend Period with respect to all shares subject to Tender and Dividend Reset, the allocation of tendered shares of RP among a 7-day Dividend Period, a 28-day Dividend Period and each available Optional Dividend Period, if any, and, if applicable, a Special Dividend Period (provided that, if the Remarketing Agents are unable to remarket on such Dividend Reset Date all such tendered shares in a Remarketing at a price of $100,000 per share, then the Remarketing Agents shall allocate no shares to any Optional Dividend Period and no shares will be assigned to any Special Dividend Period and such shares shall be allocated to a 7-day Dividend Period) and (ii) the Applicable Dividend Rates Rate to the nearest one-thousandth onethousandth (0.001) of one percent per annum for the next 7-day Dividend Period, the next 28-day Dividend Period and the next Optional Dividend Period or Periods or the next designated or, if designated, Special Dividend Period, as the case may be. The Applicable Dividend Rate for each such Dividend Period, except as otherwise required herein, shall be the dividend rate per annum which the Remarketing Agents determine, in their sole judgment, to be the lowest rate, giving effect to such allocation, rate that will enable them to remarket on behalf of the Beneficial Owners thereof all shares of RP subject to Tender and Dividend Reset in such Remarketing and tendered to them on such Tender Date at a price of $100,000 per share.
. (b) If no Applicable Dividend Rate shall have been established on a Dividend Reset Date in a Remarketing for a 7-day the next Dividend Period, a 28-day Dividend Period or Optional Dividend Period or Periods or Special Dividend Period, if any, or for any or all of the foregoing, for any reason (other than because there are no Remarketing Agents, the Remarketing Agents are not required to conduct a Remarketing pursuant to the terms of the Remarketing Agreement or the Remarketing Agents are unable to remarket on the Dividend Reset Date all shares of RP tendered (or deemed tendered) to them at a price of $100,000 per share), then the Remarketing Agents, in their sole discretion, shall, if necessary and except during a Non-Payment NonPayment Period, after taking into account market conditions as reflected in the prevailing yields on fixed and variable rate taxable and tax-exempt taxexempt debt securities and the prevailing dividend yields of fixed and variable rate preferred stock, determine the Applicable Dividend Rate or Rates, as the case may be, that would be the rate or rates per annum that would be the initial dividend rate or rates fixed in an offering on such Dividend Reset Date, assuming in each case a comparable dividend period or periodsperiod, issuer and security. If there is no Remarketing because there are no Remarketing Agents or the Remarketing Agents are not required to conduct a Remarketing pursuant to the Remarketing Agreement or if the Remarketing Agents are unable to remarket on the Dividend Reset Date all shares of RP tendered (or deemed tendered) to them at a price of $100,000 per share, then, except during a Non-Payment NonPayment Period, the Applicable Dividend Rate for the subsequent Dividend Period and for each subsequent Dividend Period for which no Remarketing takes place because of the foregoing shall be the applicable Maximum Dividend Rate for a 7-day 28day Dividend Period (in the case of Series A and B shares of RP) or for a 7day Dividend Period (in the case of Series C shares of RP) and the next succeeding Dividend Period shall be a 7-day 28day Dividend Period. In a Remarketing, the Applicable Dividend Rates for different Dividend Periods need not be equal.
Period (c) In determining such Applicable Dividend Rate or Rates, and making such allocation, the Remarketing Agents shall, after taking into account market conditions as reflected in the prevailing yields on fixed case of Series A and variable rate taxable and tax-exempt debt securities and the prevailing dividend yields of fixed and variable rate preferred stock determined for the purpose of providing non-binding indications of the Applicable Dividend Rate to Beneficial Owners and potential purchasers of B shares of RP, ) and a 7day Dividend Period (i) consider in the number case of shares of RP tendered and the number of shares of RP potential purchasers are willing to purchase and (ii) contact by telephone or otherwise current and potential Beneficial Owners of shares of RP subject to Tender and Dividend Reset to ascertain the dividend rates at which they would be willing to hold Series C shares of RP) .
(d) The Applicable Dividend Rate or Rates as well as the allocation of tendered shares of RP shall be determined as aforesaid by the Remarketing Agents in their sole discretion (except as otherwise provided in this Section 12.2 with respect to Applicable Dividend Rates that shall be the Non-Payment Period Rate or the Maximum Dividend Rates) and shall be conclusive and binding on Holders and Beneficial Owners.
(e) Except during a Non-Payment Period, the Applicable Dividend Rate for any Dividend Period shall not be more than the applicable Maximum Dividend Rate.
Appears in 1 contract
Determination of Applicable Dividend Rates. (a) Between 1:00 100 p.m., New York City time, on each Tender Date and 4:00 400 p.m., New York City time, on the succeeding Dividend Reset Date, the Remarketing Agents shall determine (i) unless the Board of Trustees has designated such next Dividend Period as a Special Dividend Period with respect to all shares subject to Tender and Dividend Reset, the allocation of tendered shares of RP among a 7-day 7day Dividend Period, a 28-28 day Dividend Period and each available Optional Dividend Period, if any, and, if applicable, a Special Dividend Period (provided that, if the Remarketing Agents are unable to remarket on such Dividend Reset Date all such tendered shares in a Remarketing at a price of $100,000 per share, then the Remarketing Agents shall allocate no shares to any Optional Dividend Period and no shares will be assigned to any Special Dividend Period and such shares shall be allocated to a 7-7 day Dividend Period) and (ii) the Applicable Dividend Rates to the nearest one-thousandth onethousandth (0.001) of one percent per annum for the next 7-day 7day Dividend Period, the next 28-day 28day Dividend Period and the next Optional Dividend Period or Periods or the next designated Special Dividend Period, as the case may be. The Applicable Dividend Rate for each such Dividend Period, except as otherwise required herein, shall be the dividend rate per annum which the Remarketing Agents determine, in their sole judgment, to be the lowest rate, giving effect to such allocation, that will enable them to remarket on behalf of the Beneficial Owners thereof all shares of RP subject to Tender and Dividend Reset in such Remarketing and tendered to them on such Tender Date at a price of $100,000 per share.
. (b) If no Applicable Dividend Rate shall have been established on a Dividend Reset Date in a Remarketing for a 7-day 7day Dividend Period, a 28-day 28day Dividend Period or Optional Dividend Period or Periods or Special Dividend Period, if any, or for any or all of the foregoing, for any reason (other than because there are no Remarketing Agents, the Remarketing Agents are not required to conduct a Remarketing pursuant to the terms of the Remarketing Agreement or the Remarketing Agents are unable to remarket on the Dividend Reset Date all shares of RP tendered (or deemed tendered) to them at a price of $100,000 per share), then the Remarketing Agents, in their sole discretion, shall, if necessary and except during a Non-Payment NonPayment Period, after taking into account market conditions as reflected in the prevailing yields on fixed and variable rate taxable and tax-exempt taxexempt debt securities and the prevailing dividend yields of fixed and variable rate preferred stock, determine the Applicable Dividend Rate or Rates, as the case may be, that would be the rate or rates per annum that would be the initial dividend rate or rates in an offering on such Dividend Reset Date, assuming in each case a comparable dividend period or periods, issuer and security. If there is no Remarketing because there are no Remarketing Agents or the Remarketing Agents are not required to conduct a Remarketing pursuant to the Remarketing Agreement or if the Remarketing Agents are unable to remarket on the Dividend Reset Date all shares of RP tendered (or deemed tendered) to them at a price of $100,000 per share, then, except during a Non-Payment NonPayment Period, the Applicable Dividend Rate for the subsequent Dividend Period and for each subsequent Dividend Period for which no Remarketing takes place because of the foregoing shall be the applicable Maximum Dividend Rate for a 7-day Dividend Period and the next succeeding Dividend Period shall be a 7-day 7day Dividend Period. In a Remarketing, the Applicable Dividend Rates for different Dividend Periods need not be equal.
(c) In determining such Applicable Dividend Rate or Rates, and making such allocation, the Remarketing Agents shall, after taking into account market conditions as reflected in the prevailing yields on fixed and variable rate taxable and tax-exempt taxexempt debt securities and the prevailing dividend yields of fixed and variable rate preferred stock determined for the purpose of providing non-binding nonbinding indications of the Applicable Dividend Rate to Beneficial Owners and potential purchasers of shares of RP, (i) consider the number of shares of RP tendered and the number of shares of RP potential purchasers are willing to purchase and (ii) contact by telephone or otherwise current and potential Beneficial Owners of shares of RP subject to Tender and Dividend Reset to ascertain the dividend rates at which they would be willing to hold shares of RP.
(d) The Applicable Dividend Rate or Rates as well as the allocation of tendered shares of RP shall be determined as aforesaid by the Remarketing Agents in their sole discretion (except as otherwise provided in this Section 12.2 with respect to Applicable Dividend Rates that shall be the Non-Non Payment Period Rate or the Maximum Dividend Rates) and shall be conclusive and binding on Holders and Beneficial Owners.
(e) Except during a Non-Payment NonPayment Period, the Applicable Dividend Rate for any Dividend Period shall not be more than the applicable Maximum Dividend Rate. 4. Allocation of Shares Failure to Remarket at $100,000
(a) If the Remarketing Agents are unable to remarket by 400 p.m., New York City time, on a Dividend Reset Date all shares of RP tendered to them in the related Remarketing (which are subject to Tender or Dividend Reset in such Remarketing) at a price of $100,000 per share, (i) each Beneficial Owner that tendered or was deemed to have tendered shares of RP for sale shall sell a number of shares of RP on a pro rata basis, to the extent practicable, or by lot, as determined by the Remarketing Agents in their sole discretion, based on the number of orders to purchase shares of RP in such Remarketing (ii) the next Dividend Period shall be a 7day Dividend Period for all tendered (or deemed tendered) but unsold shares (which are subject to Tender and Dividend Reset in such Remarketing) and the Applicable Dividend Rates shall be the applicable Maximum Dividend Rates.
(b) If the allocation procedures described above would result in the sale of a fraction of a share of RP, the Remarketing Agents shall, in their sole discretion, round up or down the number of shares of RP sold by each Beneficial Owner on the applicable Dividend Reset Date so that each share sold by a Beneficial Owner shall be a whole share of RP, and the total number of shares sold equals the total number of shares purchased on such Dividend Reset Date. 5.
Appears in 1 contract
Determination of Applicable Dividend Rates. (a) Between 1:00 p.m., New York City time, on each Tender Date and 4:00 p.m., New York City time, on the succeeding Dividend Reset Date, the Remarketing Agents shall determine (i) unless the Board of Trustees has designated such next Dividend Period as a Special Dividend Period with respect to all shares subject to Tender and Dividend Reset, the allocation of tendered shares of RP among a 7-day Dividend Period, a 28-day Dividend Period and each available Optional Dividend Period, if any, and, if applicable, a Special Dividend Period (provided that, if the Remarketing Agents are unable to remarket on such Dividend Reset Date all such tendered shares in a Remarketing at a price of $100,000 per share, then the Remarketing Agents shall allocate no shares to any Optional Dividend Period and no shares will be assigned to any Special Dividend Period and such shares shall be allocated to a 7-day Dividend Period) and (ii) the Applicable Dividend Rates to the nearest one-thousandth (0.001) of one percent per annum for the next 7-day Dividend Period, the next 28-day Dividend Period and the next Optional Dividend Period or Periods or the next designated Special Dividend Period, as the case may be. The Applicable Dividend Rate for each such Dividend Period, except as otherwise required herein, shall be the dividend rate per annum which the Remarketing Agents determine, in their sole judgment, to be the lowest rate, giving effect to such allocation, that will enable them to remarket on behalf of the Beneficial Owners thereof all shares of RP subject to Tender and Dividend Reset in such Remarketing and tendered to them on such Tender Date at a price of $100,000 per share.
(b) If no Applicable Dividend Rate shall have been established on a Dividend Reset Date in a Remarketing for a 7-day Dividend Period, a 28-day Dividend Period or Optional Dividend Period or Periods or Special Dividend Period, if any, or for any or all of the foregoing, for any reason (other than because there are no Remarketing Agents, the Remarketing Agents are not required to conduct a Remarketing pursuant to the terms of the Remarketing Agreement or the Remarketing Agents are unable to remarket on the Dividend Reset Date all shares of RP tendered (or deemed tendered) to them at a price of $100,000 per share), then the Remarketing Agents, in their sole discretion, shall, if necessary and except during a Non-Payment Period, after taking into account market conditions as reflected in the prevailing yields on fixed and variable rate taxable and tax-exempt debt securities and the prevailing dividend yields of fixed and variable rate preferred stock, determine the Applicable Dividend Rate or Rates, as the case may be, that would be the rate or rates per annum that would be the initial dividend rate or rates in an offering on such Dividend Reset Date, assuming in each case a comparable dividend period or periods, issuer and security. If there is no Remarketing because there are no Remarketing Agents or the Remarketing Agents are not required to conduct a Remarketing pursuant to the Remarketing Agreement or if the Remarketing Agents are unable to remarket on the Dividend Reset Date all shares of RP tendered (or deemed tendered) to them at a price of $100,000 per share, then, except during a Non-Payment Period, the Applicable Dividend Rate for the subsequent Dividend Period and for each subsequent Dividend Period for which no Remarketing takes place because of the foregoing shall be the applicable Maximum Dividend Rate for a 7-day Dividend Period and the next succeeding Dividend Period shall be a 7-day Dividend Period. In a Remarketing, the Applicable Dividend Rates for different Dividend Periods need not be equal.
(c) In determining such Applicable Dividend Rate or Rates, and making such allocation, the Remarketing Agents shall, after taking into account market conditions as reflected in the prevailing yields on fixed and variable rate taxable and tax-exempt debt securities and the prevailing dividend yields of fixed and variable rate preferred stock determined for the purpose of providing non-binding indications of the Applicable Dividend Rate to Beneficial Owners and potential purchasers of shares of RP, (i) consider the number of shares of RP tendered and the number of shares of RP potential purchasers are willing to purchase and (ii) contact by telephone or otherwise current and potential Beneficial Owners of shares of RP subject to Tender and Dividend Reset to ascertain the dividend rates at which they would be willing to hold shares of RP.. 75
(d) The Applicable Dividend Rate or Rates as well as the allocation of tendered shares of RP shall be determined as aforesaid by the Remarketing Agents in their sole discretion (except as otherwise provided in this Section 12.2 with respect to Applicable Dividend Rates that shall be the Non-Payment Period Rate or the Maximum Dividend Rates) and shall be conclusive and binding on Holders and Beneficial Owners.
(e) Except during a Non-Payment Period, the Applicable Dividend Rate for any Dividend Period shall not be more than the applicable Maximum Dividend Rate.
Appears in 1 contract
Determination of Applicable Dividend Rates. (a) Between 1:00 By 3:00 p.m., New York City time, on each Tender Remarketing Date and 4:00 p.m., New York City time, on the succeeding Dividend Reset Datefor a series of RP, the Remarketing Agents shall determine (i) unless the Board of Trustees has designated such next Dividend Period as a Special Dividend Period with respect to all shares subject to Tender and Dividend Reset, the allocation of tendered shares of RP among a 7-day Dividend Period, a 28-day Dividend Period and each available Optional Dividend Period, if any, and, if applicable, a Special Dividend Period (provided that, if the Remarketing Agents are unable to remarket on such Dividend Reset Date all such tendered shares in a Remarketing at a price of $100,000 per share, then the Remarketing Agents shall allocate no shares to any Optional Dividend Period and no shares will be assigned to any Special Dividend Period and such shares shall be allocated to a 7-day Dividend Period) and (ii) the Applicable Dividend Rates Rate to the nearest one-thousandth (0.001) of one percent per annum for the next 7-day Dividend Period, the next 28-day Dividend Period and (in the next Optional case of Series A RP) or 7-day Dividend Period (in the case of Series B RP or Periods or the next designated Series C RP), or, if designated, Special Dividend Period, as the case may be. The Applicable Dividend Rate for each such Dividend Period, except as otherwise required herein, shall be the dividend rate per annum which the Remarketing Agents determine, in their sole judgment, to be the lowest rate, giving effect to such allocation, rate that will enable them to remarket on behalf of the Beneficial Owners thereof all shares of RP subject to Tender and Dividend Reset in such Remarketing and tendered to them on such Tender Remarketing Date at a price of $100,000 50,000 per shareshare (in the case of Series A RP) or $25,000 per share (in the case of Series B RP and Series C RP).
(b) If For any series of RP, if no Applicable Dividend Rate shall have been established on a Dividend Reset Remarketing Date in a Remarketing for a 7-day Dividend Period, a the next 28-day Dividend Period (in the case of Series A RP) or Optional 7-day Dividend Period (in the case of Series B RP or Periods Series C RP), or Special Dividend Period, if any, or for any or all of the foregoing, for any reason (other than because there are no Remarketing Agents, the Remarketing Agents are not required to conduct a Remarketing pursuant to the terms of the Remarketing Agreement or the Remarketing Agents are unable to remarket on the Dividend Reset Remarketing Date all shares of RP tendered (or deemed tendered) to them at a price of $100,000 50,000 per shareshare (in the case of Series A RP) or $25,000 per share (in the case of Series B RP and Series C RP)), then the Remarketing Agents, in their sole discretion, shall, if necessary and except during a Non-Payment Period, after taking into account market conditions as reflected in the prevailing yields on fixed and variable rate taxable and tax-tax exempt debt securities and the prevailing dividend yields of fixed and variable rate preferred stock, determine the Applicable Dividend Rate or Rates, as the case may be, that would be the rate or rates per annum that would be the initial dividend rate or rates fixed in an offering on such Dividend Reset Remarketing Date, assuming in each case a comparable dividend period or periodsperiod, issuer and security. If there is no Remarketing for such series of RP because there are no Remarketing Agents or the Remarketing Agents are not required to conduct a Remarketing pursuant to the Remarketing Agreement or if the Remarketing Agents are unable to remarket on the Dividend Reset Remarketing Date all shares of RP tendered (or deemed tendered) to them at a price of $100,000 50,000 per shareshare (in the case of Series A RP) or $25,000 per share (in the case of Series B RP or Series C RP), then, except during a Non-Payment Period, the Applicable Dividend Rate for the subsequent Dividend Period for RP and for each subsequent Dividend Period for RP for which no Remarketing takes place because of the foregoing shall be the applicable Maximum Dividend Rate for a 28-day Dividend Period (in the case of Series A RP) or 7-day Dividend Period (in the case of Series B RP or Series C RP) and the next succeeding Dividend Period for RP and each such subsequent Dividend Period shall be a 28- day Dividend Period (in the case of Series A RP) or 7-day Dividend Period. In a Remarketing, Period (in the Applicable Dividend Rates for different Dividend Periods need not be equalcase of Series B RP or Series C RP).
(c) In determining such the Applicable Dividend Rate or Rates, and making such allocationfor a series of RP, the Remarketing Agents shall, after taking into account market conditions as reflected in the prevailing yields on fixed and variable rate taxable and tax-tax exempt debt securities and the prevailing dividend yields of fixed and variable rate preferred stock determined for the purpose of providing non-binding indications of the Applicable Dividend Rate to Beneficial Owners and potential purchasers of shares of RP, (i) consider the number of shares of RP tendered and the number of shares of RP potential purchasers are willing to purchase and (ii) contact by telephone or otherwise current and potential Beneficial Owners of shares of RP subject to Tender and Dividend Reset to ascertain the dividend rates at which they would be willing to hold shares of RP.
(d) The Applicable Dividend Rate or Rates as well as the allocation of tendered shares for each series of RP shall be determined as aforesaid by the Remarketing Agents in their sole discretion (except as otherwise provided in this Section 12.2 12.1 with respect to an Applicable Dividend Rates Rate that shall be the Non-Payment Period Rate or the Maximum Dividend RatesRate) and shall be conclusive and binding on Holders and Beneficial Owners.
(e) Except during a Non-Payment Period, the Applicable Dividend Rate for any Dividend Period for each series of RP shall not be more than the applicable Maximum Dividend Rate.
Appears in 1 contract
Determination of Applicable Dividend Rates. (a) Between 1:00 By 3:00 p.m., New York City time, on each Tender Remarketing Date and 4:00 p.m., New York City time, on the succeeding Dividend Reset Datefor a series of RP, the Remarketing Agents shall determine (i) unless the Board of Trustees has designated such next Dividend Period as a Special Dividend Period with respect to all shares subject to Tender and Dividend Reset, the allocation of tendered shares of RP among a 7-day Dividend Period, a 28-day Dividend Period and each available Optional Dividend Period, if any, and, if applicable, a Special Dividend Period (provided that, if the Remarketing Agents are unable to remarket on such Dividend Reset Date all such tendered shares in a Remarketing at a price of $100,000 per share, then the Remarketing Agents shall allocate no shares to any Optional Dividend Period and no shares will be assigned to any Special Dividend Period and such shares shall be allocated to a 7-day Dividend Period) and (ii) the Applicable Dividend Rates Rate to the nearest one-thousandth (0.001) of one percent per annum for the next 7-day Dividend Period, the next 28-day Dividend Period and (in the next Optional case of Series A RP) or 7-day Dividend Period (in the case of Series B RP or Periods or the next designated Series C RP), or, if designated, Special Dividend Period, as the case may be. The Applicable Dividend Rate for each such Dividend Period, except as otherwise required herein, shall be the dividend rate per annum which the Remarketing Agents determine, in their sole judgment, to be the lowest rate, giving effect to such allocation, rate that will enable them to remarket on behalf of the Beneficial Owners thereof all shares of RP subject to Tender and Dividend Reset in such Remarketing and tendered to them on such Tender Remarketing Date at a price of $100,000 50,000 per shareshare (in the case of Series A RP) or $25,000 per share (in the case of Series B RP and Series C RP).
(b) If For any series of RP, if no Applicable Dividend Rate shall have been established on a Dividend Reset Remarketing Date in a Remarketing for a 7-day Dividend Period, a the next 28-day Dividend Period (in the case of Series A RP) or Optional 7-day Dividend Period (in the case of Series B RP or Periods Series C RP), or Special Dividend Period, if any, or for any or all of the foregoing, for any reason (other than because there are no Remarketing Agents, the Remarketing Agents are not required to conduct a Remarketing pursuant to the terms of the Remarketing Agreement or the Remarketing Agents are unable to remarket on the Dividend Reset Remarketing Date all shares of RP tendered (or deemed tendered) to them at a price of $100,000 50,000 per shareshare (in the case of Series A RP) or $25,000 per share (in the case of Series B RP and Series C RP)), then the Remarketing Agents, in their sole discretion, shall, if necessary and except during a Non-Payment Period, after taking into account market conditions as reflected in the prevailing yields on fixed and variable rate taxable and tax-tax exempt debt securities and the prevailing dividend yields of fixed and variable rate preferred stock, determine the Applicable Dividend Rate or Rates, as the case may be, that would be the rate or rates per annum that would be the initial dividend rate or rates fixed in an offering on such Dividend Reset Remarketing Date, assuming in each case a comparable dividend period or periodsperiod, issuer and security. If there is no Remarketing for such series of RP because there are no Remarketing Agents or the Remarketing Agents are not required to conduct a Remarketing pursuant to the Remarketing Agreement or if the Remarketing Agents are unable to remarket on the Dividend Reset Remarketing Date all shares of RP tendered (or deemed tendered) to them at a price of $100,000 50,000 per shareshare (in the case of Series A RP) or $25,000 per share (in the case of Series B RP or Series C RP), then, except during a Non-Payment Period, the Applicable Dividend Rate for the subsequent Dividend Period for RP and for each subsequent Dividend Period for RP for which no Remarketing takes place because of the foregoing shall be the applicable Maximum Dividend Rate for a 28-day Dividend Period (in the case of Series A RP) or 7-day Dividend Period (in the case of Series B RP or Series C RP) and the next succeeding Dividend Period for RP and each such subsequent Dividend Period shall be a 28-day Dividend Period (in the case of Series A RP) or 7-day Dividend Period. In a Remarketing, Period (in the Applicable Dividend Rates for different Dividend Periods need not be equalcase of Series B RP or Series C RP).
(c) In determining such the Applicable Dividend Rate or Rates, and making such allocationfor a series of RP, the Remarketing Agents shall, after taking into account market conditions as reflected in the prevailing yields on fixed and variable rate taxable and tax-tax exempt debt securities and the prevailing dividend yields of fixed and variable rate preferred stock determined for the purpose of providing non-non- binding indications of the Applicable Dividend Rate to Beneficial Owners and potential purchasers of shares of RP, (i) consider the number of shares of RP tendered and the number of shares of RP potential purchasers are willing to purchase and (ii) contact by telephone or otherwise current and potential Beneficial Owners of shares of RP subject to Tender and Dividend Reset to ascertain the dividend rates at which they would be willing to hold shares of RP.
(d) The Applicable Dividend Rate or Rates as well as the allocation of tendered shares for each series of RP shall be determined as aforesaid by the Remarketing Agents in their sole discretion (except as otherwise provided in this Section 12.2 12.1 with respect to an Applicable Dividend Rates Rate that shall be the Non-Payment Period Rate or the Maximum Dividend RatesRate) and shall be conclusive and binding on Holders and Beneficial Owners.
(e) Except during a Non-Payment Period, the Applicable Dividend Rate for any Dividend Period for each series of RP shall not be more than the applicable Maximum Dividend Rate.
Appears in 1 contract
Determination of Applicable Dividend Rates. (a) Between 1:00 p.m., New York City time, on each Tender Date and 4:00 p.m., New York City time, on the succeeding Dividend Reset Date, the Remarketing Agents shall determine (i) unless the Board of Trustees has designated such next Dividend Period as a Special Dividend Period with respect to all shares subject to Tender and Dividend Reset, the allocation of tendered shares of RP among a 7-day Dividend Period, a 28-day Dividend Period and each available Optional Dividend Period, if any, and, if applicable, a Special Dividend Period (provided that, if the Remarketing Agents are unable to remarket on such Dividend Reset Date all such tendered shares in a Remarketing at a price of $100,000 per share, then the Remarketing Agents shall allocate no shares to any Optional Dividend Period and no shares will be assigned to any Special Dividend Period and such shares shall be allocated to a 7-day Dividend Period) and (ii) the Applicable Dividend Rates Rate to the nearest one-thousandth (0.001) of one percent per annum for the next 7-day Dividend Period, the next 28-day Dividend Period and the next Optional Dividend Period or Periods or the next designated or, if designated, Special Dividend Period, as the case may be. The Applicable Dividend Rate for each such Dividend Period, except as otherwise required herein, shall be the dividend rate per annum which the Remarketing Agents determine, in their sole judgment, to be the lowest rate, giving effect to such allocation, rate that will enable them to remarket on behalf of the Beneficial Owners thereof all shares of RP subject to Tender and Dividend Reset in such Remarketing and tendered to them on such Tender Date at a price of $100,000 per share.
(b) If no Applicable Dividend Rate shall have been established on a Dividend Reset Date in a Remarketing for a 7-day the next Dividend Period, a 28-day Dividend Period or Optional Dividend Period or Periods or Special Dividend Period, if any, or for any or all of the foregoing, for any reason (other than because there are no Remarketing Agents, the Remarketing Agents are not required to conduct a Remarketing pursuant to the terms of the Remarketing Agreement or the Remarketing Agents are unable to remarket on the Dividend Reset Date all shares of RP tendered (or deemed tendered) to them at a price of $100,000 per share), then the Remarketing Agents, in their sole discretion, shall, if necessary and except during a Non-Payment Period, after taking into account market conditions as reflected in the prevailing yields on fixed and variable rate taxable and tax-exempt debt securities and the prevailing dividend yields of fixed and variable rate preferred stock, determine the Applicable Dividend Rate or Rates, as the case may be, that would be the rate or rates per annum that would be the initial dividend rate or rates fixed in an offering on such Dividend Reset Date, assuming in each case a comparable dividend period or periodsperiod, issuer and security. If there is no Remarketing because there are no Remarketing Agents or the Remarketing Agents are not required to conduct a Remarketing pursuant to the Remarketing Agreement or if the Remarketing Agents are unable to remarket on the Dividend Reset Date all shares of RP tendered (or deemed tendered) to them at a price of $100,000 per share, then, except during a Non-Payment Period, the Applicable Dividend Rate for the subsequent Dividend Period and for each subsequent Dividend Period for which no Remarketing takes place because of the foregoing shall be the applicable Maximum Dividend Rate for a 28-day Dividend Period (in the case of Series A and B shares of RP) or for a 7-day Dividend Period (in the case of Series C shares of RP) and the next succeeding Dividend Period shall be a 28-day Dividend Period (in the case of Series A and B shares of RP) and a 7-day Dividend Period. In a Remarketing, Period (in the Applicable Dividend Rates for different Dividend Periods need not be equalcase of Series C shares of RP) .
(c) In determining such Applicable Dividend Rate or Rates, and making such allocationRate, the Remarketing Agents shall, after taking into account market conditions as reflected in the prevailing yields on fixed and variable rate taxable and tax-exempt debt securities and the prevailing dividend yields of fixed and variable rate preferred stock determined for the purpose of providing non-binding indications of the Applicable Dividend Rate to Beneficial Owners and potential purchasers of shares of RP, (i) consider the number of shares of RP tendered and the number of shares of RP potential purchasers are willing to purchase and (ii) contact by telephone or otherwise current and potential Beneficial Owners of shares of RP subject to Tender and Dividend Reset to ascertain the dividend rates at which they would be willing to hold shares of RP.
(d) The Applicable Dividend Rate or Rates as well as the allocation of tendered shares of RP shall be determined as aforesaid by the Remarketing Agents in their sole discretion (except as otherwise provided in this Section 12.2 12.1 with respect to an Applicable Dividend Rates Rate that shall be the Non-Payment Period Rate or the Maximum Dividend RatesRate) and shall be conclusive and binding on Holders and Beneficial Owners.. 39
(e) Except during a Non-Payment Period, the Applicable Dividend Rate for any Dividend Period shall not be more than the applicable Maximum Dividend Rate.
Appears in 1 contract
Determination of Applicable Dividend Rates. (a) Between 1:00 p.m., New York City time, on each Tender Date and 4:00 p.m., New York City time, on the succeeding Dividend Reset Date, the Remarketing Agents shall determine (i) unless the Board of Trustees has designated such next Dividend Period as a Special Dividend Period with respect to all shares subject to Tender and Dividend Reset, the allocation of tendered shares of RP among a 7-day 7day Dividend Period, a 28-day 28day Dividend Period and each available Optional Dividend Period, if any, and, if applicable, a Special Dividend Period (provided that, if the Remarketing Agents are unable to remarket on such Dividend Reset Date all such tendered shares in a Remarketing at a price of $100,000 per share, then the Remarketing Agents shall allocate no shares to any Optional Dividend Period and no shares will be assigned to any Special Dividend Period and such shares shall be allocated to a 7-day 7day Dividend Period) and (ii) the Applicable Dividend Rates to the nearest one-thousandth onethousandth (0.001) of one percent per annum for the next 7-day 7day Dividend Period, the next 28-day 28day Dividend Period and the next Optional Dividend Period or Periods or the next designated Special Dividend Period, as the case may be. The Applicable Dividend Rate for each such Dividend Period, except as otherwise required herein, shall be the dividend rate per annum which the Remarketing Agents determine, in their sole judgment, to be the lowest rate, giving effect to such allocation, that will enable them to remarket on behalf of the Beneficial Owners thereof all shares of RP subject to Tender and Dividend Reset in such Remarketing and tendered to them on such Tender Date at a price of $100,000 per share.
. (b) If no Applicable Dividend Rate shall have been established on a Dividend Reset Date in a Remarketing for a 7-day 7day Dividend Period, a 28-day 28day Dividend Period or Optional Dividend Period or Periods or Special Dividend Period, if any, or for any or all of the foregoing, for any reason (other than because there are no Remarketing Agents, the Remarketing Agents are not required to conduct a Remarketing pursuant to the terms of the Remarketing Agreement or the Remarketing Agents are unable to remarket on the Dividend Reset Date all shares of RP tendered (or deemed tendered) to them at a price of $100,000 per share), then the Remarketing Agents, in their sole discretion, shall, if necessary and except during a Non-Payment NonPayment Period, after taking into account market conditions as reflected in the prevailing yields on fixed and variable rate taxable and tax-exempt taxexempt debt securities and the prevailing dividend yields of fixed and variable rate preferred stock, determine the Applicable Dividend Rate or Rates, as the case may be, that would be the rate or rates per annum that would be the initial dividend rate or rates in an offering on such Dividend Reset Date, assuming in each case a comparable dividend period or periods, issuer and security. If there is no Remarketing because there are no Remarketing Agents or the Remarketing Agents are not required to conduct a Remarketing pursuant to the Remarketing Agreement or if the Remarketing Agents are unable to remarket on the Dividend Reset Date all shares of RP tendered (or deemed tendered) to them at a price of $100,000 per share, then, except during a Non-Payment NonPayment Period, the Applicable Dividend Rate for the subsequent Dividend Period and for each subsequent Dividend Period for which no Remarketing takes place because of the foregoing shall be the applicable Maximum Dividend Rate for a 7-day 7day Dividend Period and the next succeeding Dividend Period shall be a 7-day 7day Dividend Period. In a Remarketing, the Applicable Dividend Rates for different Dividend Periods need not be equal.
(c) In determining such Applicable Dividend Rate or Rates, and making such allocation, the Remarketing Agents shall, after taking into account market conditions as reflected in the prevailing yields on fixed and variable rate taxable and tax-exempt taxexempt debt securities and the prevailing dividend yields of fixed and variable rate preferred stock determined for the purpose of providing non-binding nonbinding indications of the Applicable Dividend Rate to Beneficial Owners and potential purchasers of shares of RP, (i) consider the number of shares of RP tendered and the number of shares of RP potential purchasers are willing to purchase and (ii) contact by telephone or otherwise current and potential Beneficial Owners of shares of RP subject to Tender and Dividend Reset to ascertain the dividend rates at which they would be willing to hold shares of RP.
(d) The Applicable Dividend Rate or Rates as well as the allocation of tendered shares of RP shall be determined as aforesaid by the Remarketing Agents in their sole discretion (except as otherwise provided in this Section 12.2 with respect to Applicable Dividend Rates that shall be the Non-Payment NonPayment Period Rate or the Maximum Dividend Rates) and shall be conclusive and binding on Holders and Beneficial Owners.
(e) Except during a Non-Payment NonPayment Period, the Applicable Dividend Rate for any Dividend Period shall not be more than the applicable Maximum Dividend Rate. 4. Allocation of Shares; Failure to Remarket at $100,000 Per Share.
(a) If the Remarketing Agents are unable to remarket by 4:00 p.m., New York City time, on a Dividend Reset Date all shares of RP tendered to them in the related Remarketing (which are subject to Tender or Dividend Reset in such Remarketing) at a price of $100,000 per share, (i) each Beneficial Owner that tendered or was deemed to have tendered shares of RP for sale shall sell a number of shares of RP on a pro rata basis, to the extent practicable, or by lot, as determined by the Remarketing Agents in their sole discretion, based on the number of orders to purchase shares of RP in such Remarketing; (ii) the next Dividend Period shall be a 7day Dividend Period for all tendered (or deemed tendered) but unsold shares (which are subject to Tender and Dividend Reset in such Remarketing) and the Applicable Dividend Rates shall be the applicable Maximum Dividend Rates.
(b) If the allocation procedures described above would result in the sale of a fraction of a share of RP, the Remarketing Agents shall, in their sole discretion, round up or down the number of shares of RP sold by each Beneficial Owner on the applicable Dividend Reset Date so that each share sold by a Beneficial Owner shall be a whole share of RP, and the total number of shares sold equals the total number of shares purchased on such Dividend Reset Date. 5. Notification of Results; Settlement.
(a) By telephone at approximately 4:30 p.m., New York City time, on each Dividend Reset Date with respect to shares of RP, the Remarketing Agents shall advise each Beneficial Owner of tendered shares and each purchaser thereof (or the Agent Member thereof) (i) of the number of shares such Beneficial Owner or purchaser is to sell or purchase and (ii) to give instructions to its Agent Member to deliver such shares against payment therefor or to pay the purchase price against delivery as appropriate. The Remarketing Agents will also advise each Beneficial Owner or purchaser that is to continue to hold, or to purchase, shares with a Dividend Period beginning on the Business Day following such Dividend Reset Date of the lengths of such Applicable Dividend Periods and the Dividend Rate for such shares.
(b) In accordance with the Securities Depositorys normal procedures, on the Settlement Date, the transactions described above with respect to each share of RP shall be executed through the Securities Depository, if the Securities Depository or its nominee holds or is to hold the certificate relating to the shares to be purchased, and the accounts of the respective Agent Members of the Securities Depository shall be debited and credited and shares delivered by book entry as necessary to effect the purchases and sales of shares of RP and the changes in the types of Dividend Periods as determined in the related Remarketing. Purchasers of shares of RP shall make payment to the Paying Agent in sameday funds against delivery to other purchasers or their nominees of one or more certificates representing shares of RP, or, if the Securities Depository or its nominee holds or is to hold the certificate relating to the shares to be purchased, through their Agent Members in sameday funds to the Securities Depository against delivery by book entry of shares of RP through their Agent Members. The Securities Depository shall make payment in accordance with its normal procedures.
(c) If any Beneficial Owner selling shares of RP in a Remarketing fails to deliver such shares, the Agent Member of such selling Beneficial Owner and of any other person that was to have purchased shares of RP in such Remarketing may deliver to any such other person a number of whole shares of RP that is less than the number of shares that otherwise was to be purchased by such person. In such event, the number of shares of RP to be so delivered shall be determined by such Agent Member. Delivery of such lesser number of shares of RP shall constitute good delivery.
(d) The Remarketing Agents, the Paying Agent and the Securities Depository each will use its reasonable commercial efforts to meet the timing requirements set forth in paragraphs (a) and (b) above; provided that, in the event that there is a delay in the occurrence of any delivery or other event connection with a Remarketing, the Remarketing Agent, the Paying Agent and the Securities Depository each will use its reasonable commercial efforts to accommodate such delivery in furtherance of the Remarketing.
(e) Notwithstanding any of the foregoing provisions of this paragraph 5, the Remarketing Agents may, in their sole discretion, modify the settlement procedures set forth above with respect to any Remarketing, provided any such modification does not adversely affect the Beneficial Owners or the Holders of RP or the Trust.
Appears in 1 contract
Determination of Applicable Dividend Rates. (a) Between 1:00 By 3:00 p.m., New York City time, on each Tender Date and 4:00 p.m., New York City time, on the succeeding Dividend Reset Remarketing Date, the Remarketing Agents Agent shall determine (i) unless the Board of Trustees has designated such next Dividend Period as a Special Dividend Period with respect to all shares subject to Tender and Dividend Reset, the allocation of tendered shares of RP among a 7-day Dividend Period, a 28-day Dividend Period and each available Optional Dividend Period, if any, and, if applicable, a Special Dividend Period (provided that, if the Remarketing Agents are unable to remarket on such Dividend Reset Date all such tendered shares in a Remarketing at a price of $100,000 per share, then the Remarketing Agents shall allocate no shares to any Optional Dividend Period and no shares will be assigned to any Special Dividend Period and such shares shall be allocated to a 7-day Dividend Period) and (ii) the Applicable Dividend Rates Rate to the nearest one-thousandth (0.001) of one percent per annum for the next 728-day Dividend Period, the next 28-day Dividend Period and the next Optional Dividend Period or Periods or the next designated or, if designated, Special Dividend Period, as the case may be. The Applicable Dividend Rate for each such Dividend Period, except as otherwise required herein, shall be the dividend rate per annum which the Remarketing Agents determineAgent determines, in their its sole judgment, to be the lowest rate, giving effect to such allocation, rate that will enable them it to remarket on behalf of the Beneficial Owners thereof all shares of RP Municipal Income Preferred Shares subject to Tender and Dividend Reset in such Remarketing and tendered to them it on such Tender Remarketing Date at a price of $100,000 50,000 per share.
(b) If no Applicable Dividend Rate shall have been established on a Dividend Reset Remarketing Date in a Remarketing for a 7the next 28-day Dividend Period, a 28-day Dividend Period or Optional Dividend Period or Periods or Special Dividend Period, if any, or for any or all of the foregoing, for any reason (other than because there are is no Remarketing AgentsAgent, the Remarketing Agents are Agent is not required to conduct a Remarketing pursuant to the terms of the Remarketing Agreement or the Remarketing Agents are Agent is unable to remarket on the Dividend Reset Remarketing Date all shares of RP Municipal Income Preferred Shares tendered (or deemed tendered) to them it at a price of $100,000 50,000 per share), then the Remarketing AgentsAgent, in their its sole discretion, shall, if necessary and except during a Non-Payment Period, after taking into account market conditions as reflected in the prevailing yields on fixed and variable rate taxable and tax-tax exempt debt securities and the prevailing dividend yields of fixed and variable rate preferred stock, determine the Applicable Dividend Rate or Rates, as the case may be, that would be the rate or rates per annum that would be the initial dividend rate or rates fixed in an offering on such Dividend Reset Remarketing Date, assuming in each case a comparable dividend period or periodsperiod, issuer and security. If there is no Remarketing because there are is no Remarketing Agents Agent or the Remarketing Agents are Agent is not required to conduct a Remarketing pursuant to the Remarketing Agreement or if the Remarketing Agents are Agent is unable to remarket on the Dividend Reset Remarketing Date all shares of RP Municipal Income Preferred Shares tendered (or deemed tendered) to them it at a price of $100,000 50,000 per share, then, except during a Non-Payment Period, the Applicable Dividend Rate for the subsequent Dividend Period for Municipal Income Preferred Shares and for each subsequent Dividend Period for Municipal Income Preferred Shares for which no Remarketing takes place because of the foregoing shall be the applicable Maximum Dividend Rate for a 728-day Dividend Period and the next succeeding Dividend Period for Municipal Income Preferred Shares and each such subsequent Dividend Period shall be a 728-day Dividend dayDividend Period. In a Remarketing, the Applicable Dividend Rates for different Dividend Periods need not be equal.
(c) In determining such Applicable Dividend Rate or Rates, and making such allocationRate, the Remarketing Agents Agent shall, after taking into account market conditions as reflected in the prevailing yields on fixed and variable rate taxable and tax-tax exempt debt securities and the prevailing dividend yields of fixed and variable rate preferred stock determined for the purpose of providing non-binding indications of the Applicable Dividend Rate to Beneficial Owners and potential purchasers of shares of RPo Municipal Income Preferred Shares, (i) consider the number of shares of RP Municipal Income Preferred Shares tendered and the number of shares of RP Municipal Income Preferred Shares potential purchasers are willing to purchase and (ii) contact by telephone or otherwise current and potential Beneficial Owners of shares of RP Municipal Income Preferred Shares subject to Tender and Dividend Reset to ascertain the dividend rates at which they would be willing to hold shares of RPMunicipal Income Preferred Shares.
(d) The Applicable Dividend Rate or Rates as well as the allocation of tendered shares of RP shall be determined as aforesaid by the Remarketing Agents Agent in their its sole discretion (except as otherwise provided in this Section 12.2 12.1 with respect to an Applicable Dividend Rates Rate that shall be the Non-Payment Period Rate or the Maximum Dividend RatesRate) and shall be conclusive and binding on Holders and Beneficial Owners.
(e) Except during a Non-Payment Period, the Applicable Dividend Rate for any Dividend Period shall not be more than the applicable Maximum Dividend Rate.
Appears in 1 contract
Samples: Amendment to by Laws (Putnam Municipal Opportunities Trust)
