Determination of Sufficient Clearing Bids, Winning Bid Rate and Applicable Rate. (i) Not earlier than the Submission Deadline on each Auction Date, the Auction Agent shall assemble all Orders submitted or deemed submitted to it by the Broker-Dealers (each such Order as submitted or deemed submitted by a Broker-Dealer being hereinafter referred to individually as a “Submitted Hold Order”, a “Submitted Bid” or a “Submitted Sell Order”, as the case may be, or as a “Submitted Order”) and shall determine: (A) the excess of the total number of Outstanding shares of APS over the number of Outstanding shares of APS that are the subject of Submitted Hold Orders (such excess being hereinafter referred to as the “Available APS”); (B) from the Submitted Orders whether the number of Outstanding shares of APS that are the subject of Submitted Bids by Potential Holders specifying one or more rates per annum equal to or lower than the Maximum Applicable Rate exceeds or is equal to the sum of: (1) the number of Outstanding shares of APS that are the subject of Submitted Bids by Existing Holders specifying one or more rates per annum higher than the Maximum Applicable Rate, and (2) the number of Outstanding shares of APS that are subject to Submitted Sell Orders (if such excess or such equality exists (other than because the number of Outstanding shares of APS in clause (1) above and this clause (2) are each zero because all of the Outstanding shares of APS are the subject of Submitted Hold Orders), such Submitted Bids by Potential Holders being hereinafter referred to collectively as “Sufficient Clearing Bids”); and (C) if Sufficient Clearing Bids exist, the lowest rate per annum specified in the Submitted Bids (the “Winning Bid Rate”) that if: (1) each Submitted Bid from Existing Holders specifying the Winning Bid Rate and all other Submitted Bids from Existing Holders specifying lower rates per annum were rejected, thus entitling such Existing Holders to continue to hold the shares of APS that are the subject of such Submitted Bids, and (2) each Submitted Bid from Potential Holders specifying the Winning Bid Rate and all other Submitted Bids from Potential Holders specifying lower rates per annum were accepted, thus entitling the Potential Holders to purchase the shares of APS that are the subject of such Submitted Bids, would result in the number of shares subject to all Submitted Bids specifying the Winning Bid Rate or a lower rate per annum being at least equal to the Available APS. (ii) Promptly after the Auction Agent has made the determinations pursuant to Section 11.10(d)(i), the Auction Agent shall advise the Trust of the Maximum Applicable Rate and, based on such determinations, the Applicable Rate for the next succeeding Dividend Period as follows: (A) if Sufficient Clearing Bids exist, that the Applicable Rate for the next succeeding Dividend Period shall be equal to the Winning Bid Rate; (B) if Sufficient Clearing Bids do not exist (other than because all of the Outstanding shares of APS are the subject of Submitted Hold Orders), that the Applicable Rate for the next succeeding Dividend Period shall be equal to the Maximum Applicable Rate; or (C) if all of the Outstanding shares of APS are the subject of Submitted Hold Orders, that the Dividend Period next succeeding the Auction shall automatically be the same length as the immediately preceding Dividend Period and the Applicable Rate for the next succeeding Dividend Period shall be equal to 40% of the Reference Rate (or 60% of such rate if the Trust has provided notification to the Auction Agent prior to the Auction establishing the Applicable Rate for any dividend pursuant to Section 11.2(f) hereof that net capital gains or other taxable income will be included in such dividend on shares of APS) on the date of the Auction.
Appears in 22 contracts
Samples: Bylaws (Pimco California Municipal Income Fund Iii), Bylaws (Pimco California Municipal Income Fund Ii), Bylaws (Pimco Municipal Income Fund)
Determination of Sufficient Clearing Bids, Winning Bid Rate and Applicable Rate. (i) Not earlier than the Submission Deadline on each Auction Date, the Auction Agent shall assemble all Orders submitted or deemed submitted to it by the Broker-Dealers (each such Order as submitted or deemed submitted by a Broker-Dealer being hereinafter referred to individually as a “Submitted Hold Order”, ,” a “Submitted Bid” or a “Submitted Sell Order”, ,” as the case may be, or or, more generally, as a “Submitted Order”) and shall determine:
(A) the excess of the total number of Outstanding shares of APS AMPS over the number of Outstanding shares of APS AMPS that are the subject of Submitted Hold Orders (such excess being hereinafter referred to as the “Available APSAMPS”);
(B) from the Submitted Orders whether the number of Outstanding shares of APS AMPS that are the subject of Submitted Bids by Potential Holders specifying one or more rates per annum equal to or lower than the Maximum Applicable Rate exceeds or is equal to the sum of:
(1) the number of Outstanding shares of APS AMPS that are the subject of Submitted Bids by Existing Holders specifying one or more rates per annum higher than the Maximum Applicable Rate, and
(2) the number of Outstanding shares of APS AMPS that are subject to Submitted Sell Orders (if such excess or such equality exists (other than because the number of Outstanding shares of APS AMPS in clause (1) above and this clause (2) are each zero because all of the Outstanding shares of APS AMPS are the subject of Submitted Hold Orders), such Submitted Bids by Potential Holders being hereinafter referred to collectively as “Sufficient Clearing Bids”); and
(C) if Sufficient Clearing Bids exist, the lowest rate per annum specified in the Submitted Bids (the “Winning Bid Rate”) that if:
(1) each Submitted Bid from Existing Holders specifying the Winning Bid Rate and all other Submitted Bids from Existing Holders specifying lower rates per annum were rejected, thus entitling such Existing Holders to continue to hold the shares of APS AMPS that are the subject of such Submitted Bids, and
(2) each Submitted Bid from Potential Holders specifying the Winning Bid Rate and all other Submitted Bids from Potential Holders specifying lower rates per annum were accepted, thus entitling the Potential Holders to purchase the shares of APS AMPS that are the subject of such Submitted Bids, would result in the number of shares subject to all Submitted Bids specifying the Winning Bid Rate or a lower rate per annum being at least equal to the Available APSAMPS.
(ii) Promptly after the Auction Agent has made the determinations pursuant to Section 11.10(d)(i), the Auction Agent shall advise the Trust of the Maximum Applicable Rate and, based on such determinations, the Applicable Rate for the next succeeding Dividend Period as follows:
(A) if Sufficient Clearing Bids exist, that the Applicable Rate for the next succeeding Dividend Period shall be equal to the Winning Bid Rate;
(B) if Sufficient Clearing Bids do not exist (other than because all of the Outstanding shares of APS AMPS are the subject of Submitted Hold Orders), that the Applicable Rate for the next succeeding Dividend Period shall be equal to the Maximum Applicable Rate; or
(C) if all of the Outstanding shares of APS AMPS are the subject of Submitted Hold Orders, that the Dividend Period next succeeding the Auction shall automatically be the same length as the immediately preceding Dividend Period and the Applicable Rate for the next succeeding Dividend Period shall be equal to 4080% of the Reference Rate (or 60% of such rate if the Trust has provided notification to the Auction Agent prior to the Auction establishing the Applicable Rate for any dividend pursuant to Section 11.2(f) hereof that net capital gains or other taxable income will be included in such dividend on shares of APS) on the date of the Auction.
Appears in 2 contracts
Samples: Bylaws (Pimco Corporate & Income Opportunity Fund), Bylaws (PIMCO Floating Rate Strategy Fund)
Determination of Sufficient Clearing Bids, Winning Bid Rate and Applicable Rate. (ia) Not earlier than the Submission Deadline on each Auction DateDate for the Tortoise Notes, the Auction Agent shall assemble all valid Orders submitted or deemed submitted to it by the Broker-Dealers in respect of the Tortoise Notes (each such Order as submitted or deemed submitted by a Broker-Dealer being hereinafter referred to individually as a “"Submitted Hold Order”, ," a “"Submitted Bid” " or a “"Submitted Sell Order”, ," as the case may be, or as a “"Submitted Order”" and collectively as "Submitted Hold Orders," "Submitted Bids" or "Submitted Sell Orders," as the case may be, or as "Submitted Orders") and shall determinedetermine for such notes:
(Ai) the excess of the total number aggregate principal amount of Outstanding shares of APS Tortoise Notes over the number principal amount of Outstanding shares of APS that are the Tortoise Notes subject of to Submitted Hold Orders (such excess being hereinafter referred to as the “"Available APS”Tortoise Notes");
(Bii) from the Submitted Orders whether for Tortoise Notes whether:
(A) the number aggregate principal amount of Outstanding shares of APS that are the Tortoise Notes subject of to Submitted Bids by of Potential Holders specifying one or more rates per annum equal to between the Minimum Rate (for Standard Rate Periods or lower than less, only) and the Maximum Applicable Rate (for all Rate Periods) for Tortoise Notes; exceeds or is equal to the sum of:
(1B) the number aggregate principal amount of Outstanding shares of APS that are the Tortoise Notes subject of to Submitted Bids by of Existing Holders specifying one or more rates per annum higher than between the Minimum Rate (for Standard Rate Periods or less, only) and the Maximum Applicable Rate, Rate (for all Rate Periods) for Tortoise Notes; and
(2C) the number aggregate principal amount of Outstanding shares of APS that are Tortoise Notes subject to Submitted Sell Orders (if in the event such excess or such equality exists (other than because the number of Outstanding shares of APS in clause (1) above and this clause (2) are each zero because all of the Outstanding shares of APS Tortoise Notes are the subject of to Submitted Hold Orders), such Submitted Bids by Potential Holders in subclause (A) above being hereinafter referred to collectively as “"Sufficient Clearing Bids”" for the Tortoise Notes); and
(Ciii) if Sufficient Clearing Bids for the Tortoise Notes exist, the lowest rate per annum specified in the such Submitted Bids (the “"Winning Bid Rate”" for Tortoise Notes) that which if:
(1A) (I) each such Submitted Bid from of Existing Holders specifying the Winning Bid Rate such lowest rate and (II) all other such Submitted Bids from of Existing Holders specifying lower rates per annum were rejected, thus entitling such Existing Holders to continue to hold the shares of APS Tortoise Notes that are the subject of to such Submitted Bids, ; and
(2B) (I) each such Submitted Bid from of Potential Holders specifying the Winning Bid Rate such lowest rate and (II) all other such Submitted Bids from of Potential Holders specifying lower rates per annum were accepted, thus entitling the Potential Holders to purchase the shares of APS that are the subject of such Submitted Bids, ; would result in the number such Existing Holders described in subclause (A) above continuing to hold an aggregate principal amount of shares subject to all Submitted Bids specifying the Winning Bid Rate or a lower rate per annum being at least equal Outstanding Tortoise Notes which, when added to the aggregate principal amount of Outstanding Tortoise Notes to be purchased by such Potential Holders described in subclause (B) above, would equal not less than the Available APSTortoise Notes.
(iib) Promptly after the Auction Agent has made the determinations pursuant to paragraph (a) of this Section 11.10(d)(i)3, the Auction Agent shall advise the Trust Issuer of the Minimum Rate and Maximum Applicable Rate for the Tortoise Notes for which an Auction is being held on the Auction Date and, based on such determinationsdetermination, the Applicable Rate for Tortoise Notes for the next succeeding Dividend Rate Period thereof as follows:
(Ai) if Sufficient Clearing Bids for the Tortoise Notes exist, that the Applicable Rate for all Tortoise Notes for the next succeeding Dividend Rate Period thereof shall be equal to the Winning Bid RateRate for Tortoise Notes so determined;
(Bii) if Sufficient Clearing Bids for Tortoise Notes do not exist (other than because all of the Outstanding shares of APS Tortoise Notes are the subject of to Submitted Hold Orders), that the Applicable Rate for all Tortoise Notes for the next succeeding Dividend Rate Period thereof shall be equal to the Maximum Applicable RateRate for Tortoise Notes of; or
(Ciii) if all of the Outstanding shares of APS Tortoise Notes are the subject of to Submitted Hold Orders, that the Dividend Period next succeeding the Auction shall automatically be the same length as the immediately preceding Dividend Period and the Applicable Rate for all Tortoise Notes for the next succeeding Dividend Rate Period thereof shall be equal to 40% of the Reference Rate (or 60% of such rate if the Trust has provided notification to the Auction Agent prior to the Auction establishing the Applicable Rate for any dividend pursuant to Section 11.2(f) hereof that net capital gains or other taxable income will be included in such dividend on shares of APS) on the date of the AuctionAll Hold Rate.
Appears in 1 contract
Samples: Supplemental Indenture of Trust (Tortoise North American Energy Corp)
Determination of Sufficient Clearing Bids, Winning Bid Rate and Applicable Rate. (ia) Not earlier than the Submission Deadline on each Auction DateDate for a series of Tortoise Notes, the Auction Agent shall assemble all valid Orders submitted or deemed submitted to it by the Broker-Dealers in respect of Tortoise Notes of such series (each such Order as submitted or deemed submitted by a Broker-Dealer being hereinafter referred to individually as a “Submitted Hold Order”, ,” a “Submitted Bid” or a “Submitted Sell Order”, ,” as the case may be, or as a “Submitted Order” and collectively as “Submitted Hold Orders,” “Submitted Bids” or “Submitted Sell Orders,” as the case may be, or as “Submitted Orders”) and shall determinedetermine for such series:
(Ai) the excess of the total number aggregate principal amount of Outstanding shares Tortoise Notes of APS such series over the number principal amount of Outstanding shares Tortoise Notes of APS that are the such series subject of to Submitted Hold Orders (such excess being hereinafter referred to as the “Available APS”Tortoise Notes” of such series);
(Bii) from the Submitted Orders whether for Tortoise Notes of such series whether:
(A) the number aggregate principal amount of Outstanding shares Tortoise Notes of APS that are the such series subject of to Submitted Bids by of Potential Holders specifying one or more rates per annum equal to between the Minimum Rate (for Standard Rate Periods or lower than less, only) and the Maximum Applicable Rate (for all Rate Periods) for Tortoise Notes of such series; exceeds or is equal to the sum of:
(1B) the number aggregate principal amount of Outstanding shares Tortoise Notes of APS that are the such series subject of to Submitted Bids by of Existing Holders specifying one or more rates per annum higher than between the Minimum Rate (for Standard Rate Periods or less, only) and the Maximum Applicable Rate, Rate (for all Rate Periods) for Tortoise Notes of such series; and
(2C) the number aggregate principal amount of Outstanding shares Tortoise Notes of APS that are such series subject to Submitted Sell Orders (if in the event such excess or such equality exists (other than because the number of Outstanding shares of APS in clause (1) above and this clause (2) are each zero because all of the Outstanding shares Tortoise Notes of APS such series are the subject of to Submitted Hold Orders), such Submitted Bids by Potential Holders in subclause (A) above being hereinafter referred to collectively as “Sufficient Clearing Bids”” for Tortoise Notes of such series); and
(Ciii) if Sufficient Clearing Bids for Tortoise Notes of such series exist, the lowest rate per annum specified in the such Submitted Bids (the “Winning Bid Rate”” for Tortoise Notes of such series) that which if:
(1A) (I) each such Submitted Bid from of Existing Holders specifying the Winning Bid Rate such lowest rate and (II) all other such Submitted Bids from of Existing Holders specifying lower rates per annum were rejected, thus entitling such Existing Holders to continue to hold the shares Tortoise Notes of APS such series that are the subject of to such Submitted Bids, ; and
(2B) (I) each such Submitted Bid from of Potential Holders specifying the Winning Bid Rate such lowest rate and (II) all other such Submitted Bids from of Potential Holders specifying lower rates per annum were accepted, thus entitling the Potential Holders to purchase the shares of APS that are the subject of such Submitted Bids, ; would result in the number such Existing Holders described in subclause (A) above continuing to hold an aggregate principal amount of shares subject to all Submitted Bids specifying the Winning Bid Rate or a lower rate per annum being at least equal Outstanding Tortoise Notes of such series which, when added to the aggregate principal amount of Outstanding Tortoise Notes of such series to be purchased by such Potential Holders described in subclause (B) above, would equal not less than the Available APSTortoise Notes of such series.
(iib) Promptly after the Auction Agent has made the determinations pursuant to paragraph (a) of this Section 11.10(d)(i)3, the Auction Agent shall advise the Trust Issuer of the Minimum Rate and Maximum Applicable Rate for the series of Tortoise Notes for which an Auction is being held on the Auction Date and, based on such determinationsdetermination, the Applicable Rate for Tortoise Notes of such series for the next succeeding Dividend Rate Period thereof as follows:
(Ai) if Sufficient Clearing Bids for Tortoise Notes of such series exist, that the Applicable Rate for all Tortoise Notes of such series for the next succeeding Dividend Rate Period thereof shall be equal to the Winning Bid RateRate for Tortoise Notes of such series so determined;
(Bii) if Sufficient Clearing Bids for Tortoise Notes of such series do not exist (other than because all of the Outstanding shares Tortoise Notes of APS such series are the subject of to Submitted Hold Orders), that the Applicable Rate for all Tortoise Notes of such series for the next succeeding Dividend Rate Period thereof shall be equal to the Maximum Applicable RateRate for Tortoise Notes of such series; or
(Ciii) if all of the Outstanding shares Tortoise Notes of APS such series are the subject of to Submitted Hold Orders, that the Dividend Period next succeeding the Auction shall automatically be the same length as the immediately preceding Dividend Period and the Applicable Rate for all Tortoise Notes of such series for the next succeeding Dividend Rate Period thereof shall be equal to 40% of the Reference Rate (or 60% of such rate if the Trust has provided notification to the Auction Agent prior to the Auction establishing the Applicable Rate for any dividend pursuant to Section 11.2(f) hereof that net capital gains or other taxable income will be included in such dividend on shares of APS) on the date of the AuctionAll Hold Rate.
Appears in 1 contract
Samples: Supplemental Indenture of Trust (Tortoise Energy Infrastructure Corp)
Determination of Sufficient Clearing Bids, Winning Bid Rate and Applicable Rate. (ia) Not earlier than the Submission Deadline on each Auction DateDate for shares of a series of MuniPreferred, the Auction Agent shall assemble all valid Orders submitted or deemed submitted to it by the Broker-Dealers in respect of shares of such series (each such Order as submitted or deemed submitted by a Broker-Dealer being hereinafter referred to individually as a “Submitted Hold Order”, ,” a “Submitted Bid” or a “Submitted Sell Order”, ,” as the case may be, or as a “Submitted Order” and collectively as “Submitted Hold Orders,” “Submitted Bids” or “Submitted Sell Orders,” as the case may be, or as “Submitted Orders”) and shall determinedetermine for such series:
(Ai) the excess of the total number of Outstanding shares of APS such series over the number of Outstanding shares of APS that are the such series subject of to Submitted Hold Orders (such excess being hereinafter referred to as the “Available APS”MuniPreferred” of such series);
(Bii) from the Submitted Orders whether for shares of such series whether:
(A) the number of Outstanding shares of APS that are the such series subject of to Submitted Bids by of Potential Holders specifying one or more rates per annum equal to or lower than the Maximum Applicable Rate for shares of such series; exceeds or is equal to the sum of:
(1B) the number of Outstanding shares of APS that are the such series subject of to Submitted Bids by of Existing Holders specifying one or more rates per annum higher than the Maximum Applicable Rate, Rate for shares of such series; and
(2C) the number of Outstanding shares of APS that are such series subject to Submitted Sell Orders (if in the event such excess or such equality exists (other than because the number of Outstanding shares of APS such series in clause subclauses (1B) and (C) above and this clause (2) are each is zero because all of the Outstanding shares of APS such series are the subject of to Submitted Hold Orders), such Submitted Bids by Potential Holders in subclause (A) above being hereinafter referred to collectively as “Sufficient Clearing Bids”” for shares of such series); and
(Ciii) if Sufficient Clearing Bids for shares of such series exist, the lowest rate per annum specified in the such Submitted Bids (the “Winning Bid Rate”” for shares of such series) that which if:
(1A) (I) each such Submitted Bid from of Existing Holders specifying the Winning Bid Rate such lowest rate and (II) all other such Submitted Bids from of Existing Holders specifying lower rates per annum were rejected, thus entitling such Existing Holders to continue to hold the shares of APS such series that are the subject of to such Submitted Bids, ; and
(2B) (I) each such Submitted Bid from of Potential Holders specifying the Winning Bid Rate such lowest rate and (II) all other such Submitted Bids from of Potential Holders specifying lower rates per annum were accepted, thus entitling the Potential Holders to purchase the shares of APS that are the subject of such Submitted Bids, ; would result in such Existing Holders described in subclause (A) above continuing to hold an aggregate number of Outstanding shares of such series which, when added to the number of Outstanding shares subject of such series to all Submitted Bids specifying the Winning Bid Rate or a lower rate per annum being at least be purchased by such Potential Holders described in subclause (B) above, would equal to not less than the Available APSMuniPreferred of such series.
(iib) Promptly after the Auction Agent has made the determinations pursuant to paragraph (a) of this Section 11.10(d)(i)3, the Auction Agent shall advise the Trust Fund of the Maximum Applicable Rate for shares of the series of MuniPreferred for which an Auction is being held on the Auction Date and, based on such determinationsdetermination, the Applicable Rate for shares of such series for the next succeeding Dividend Rate Period thereof as follows:
(Ai) if Sufficient Clearing Bids for shares of such series exist, that the Applicable Rate for all shares of such series for the next succeeding Dividend Rate Period thereof shall be equal to the Winning Bid RateRate for shares of such series so determined;
(Bii) if Sufficient Clearing Bids for shares of such series do not exist (other than because all of the Outstanding shares of APS such series are the subject of to Submitted Hold Orders), that the Applicable Rate for all shares of such series for the next succeeding Dividend Rate Period thereof shall be equal to the Maximum Applicable RateRate for shares of such series; or
(Ciii) if all of the Outstanding shares of APS such series are the subject of to Submitted Hold Orders, that the Dividend Period next succeeding the Auction shall automatically be the same length as the immediately preceding Dividend Period and the Applicable Rate for all shares of such series for the next succeeding Dividend Rate Period thereof shall be equal to 40% as set forth in Section 12 of the Reference Rate (or 60% of such rate if the Trust has provided notification to the Auction Agent prior to the Auction establishing the Applicable Rate for any dividend pursuant to Section 11.2(f) hereof that net capital gains or other taxable income will be included in such dividend on shares of APS) on the date of the AuctionAppendix A hereto.
Appears in 1 contract
Determination of Sufficient Clearing Bids, Winning Bid Rate and Applicable Rate. (ia) Not earlier than the Submission Deadline on each Auction DateDate for shares of a series of Municipal Preferred, the Auction Agent shall assemble all valid Orders submitted or deemed submitted to it by the Broker-Dealers in respect of shares of such series (each such Order as submitted or deemed submitted by a Broker-Dealer being hereinafter referred to individually as a “"Submitted Hold Order”, ," a “"Submitted Bid” " or a “"Submitted Sell Order”, ," as the case may be, or as a “"Submitted Order”) ," and shall determine:collectively as "Submitted Hold Orders," "Submitted Bids" or
(Ai) the excess of the total number of Outstanding shares of APS such series over the number of Outstanding shares of APS that are the such series subject of to Submitted Hold Orders (such excess being hereinafter referred to as the “"Available APS”Municipal Preferred" of such series);
(Bii) from the Submitted Orders whether for shares of such series whether:
(A) the number of Outstanding shares of APS that are the such series subject of to Submitted Bids by of Potential Holders specifying one or more rates per annum equal to or lower than the Maximum Applicable Rate for shares of such series; exceeds or is equal to the sum of:
(1B) the number of Outstanding shares of APS that are the such series subject of to Submitted Bids by of Existing Holders specifying one or more rates per annum higher than the Maximum Applicable Rate, Rate for shares of such series; and
(2C) the number of Outstanding shares of APS that are such series subject to Submitted Sell Orders (if in the event such excess or such equality exists (other than because the number of Outstanding shares of APS such series in clause subclauses (1B) and (C) above and this clause (2) are each is zero because all of the Outstanding shares of APS such series are the subject of to Submitted Hold Orders), such Submitted Bids by Potential Holders in subclause (A) above being hereinafter referred to collectively as “"Sufficient Clearing Bids”" for shares of such series); and
(Ciii) if Sufficient Clearing Bids for shares of such series exist, the lowest rate per annum specified in the such Submitted Bids (the “"Winning Bid Rate”" for shares of such series) that which if:
(1A) (I) each such Submitted Bid from of Existing Holders specifying the Winning Bid Rate such lowest rate and (II) all other such Submitted Bids from of Existing Holders specifying lower rates per annum were rejected, thus entitling such Existing Holders to continue to hold the shares of APS such series that are the subject of to such Submitted Bids, ; and
(2B) (I) each such Submitted Bid from of Potential Holders specifying the Winning Bid Rate such lowest rate and (II) all other such Submitted Bids from of Potential Holders specifying lower rates per annum were accepted, thus entitling the Potential Holders to purchase the shares of APS that are the subject of such Submitted Bids, ; would result in the such Existing Holders described in subclause (A) above continuing to hold an aggregate number of Outstanding shares subject of such series which, when added to all Submitted Bids specifying the Winning Bid Rate or a lower rate per annum being at least equal to the Available APS.the
(iib) Promptly after the Auction Agent has made the determinations pursuant to Section 11.10(d)(i)subparagraph (a) of this paragraph 3, the Auction Agent shall advise the Trust of the Maximum Applicable Rate for shares of the series of Municipal Preferred for which an Auction is being held on the Auction Date and, based on such determinationsdetermination, the Applicable Rate for shares of such series for the next succeeding Dividend Rate Period thereof as follows:
(Ai) if Sufficient Clearing Bids for shares of such series exist, that the Applicable Rate for all shares of such series for the next succeeding Dividend Rate Period thereof shall be equal to the Winning Bid RateRate for shares of such series so determined;
(Bii) if Sufficient Clearing Bids for shares of such series do not exist (other than because all of the Outstanding shares of APS such series are the subject of to Submitted Hold Orders), that the Applicable Rate for all shares of such series for the next succeeding Dividend Rate Period thereof shall be equal to the Maximum Applicable RateRate for shares of such series; or
(Ciii) if all of the Outstanding shares of APS such series are the subject of to Submitted Hold Orders, that the Dividend Period Applicable Rate for all shares of such series for the next succeeding the Auction Rate Period thereof shall automatically be the same length as the immediately preceding Dividend Period and set forth in subparagraph (c) of this paragraph 3.
(c) For purposes of subparagraph (b)(iii) of this paragraph 3, the Applicable Rate for shares of such series for the next succeeding Dividend Rate Period of shares of such series shall be equal to 40% the lesser of the Reference Kennx Xxxex (if such Rate Period consists of fewer than 183 Rate Period Days) or the product of (A) (I) the "AA" Composite Commercial Paper Rate on such Auction Date for such Rate Period, if such Rate Period consists of fewer than 183 Rate Period Days; (II) the Treasury Bill Xxxe on such Auction Date for such Rate Period, if such Rate Period consists of more than 182 but fewer than 365 Rate Period Days; or 60% (III) the Treasury Note Rate on such Auction Date for such Rate Period, if such Rate Period is more than 364 Rate Period Days (the rate described in the foregoing clause (A)(I), (II) or (III), as applicable, being referred to herein as the "Benchmark Rate") and (B) 1 minus the greater of such the maximum marginal regular Federal individual income tax rate applicable to ordinary income or the maximum marginal regular Federal corporate income tax rate applicable to ordinary income; provided, however, that if the Trust has provided notification to notified the Auction Agent prior of its intent to the Auction establishing the Applicable allocate to shares of such series in such Rate for Period any dividend pursuant to Section 11.2(f) hereof that net capital gains or other income taxable for Federal income tax purposes ("Taxable Income"), the Applicable Rate for shares of such series for such Rate Period will be included in such dividend on shares (i) if the Taxable Yield Rate (as defined below) is greater than the Benchmark Rate, then the Benchmark Rate, or (ii) if the Taxable Yield Rate is less than or equal to the Benchmark Rate, then the rate equal to the sum of APS(x) on the date lesser of the Auction.Kennx Xxxex (if such Rate Period consists of fewer than 183 Rate Period Days) or the product of the Benchmark Rate multiplied by the factor set forth in the preceding clause (B) and (y) the product of the maximum marginal regular Federal individual
Appears in 1 contract
Determination of Sufficient Clearing Bids, Winning Bid Rate and Applicable Rate. (ia) Not earlier than the Submission Deadline on each Auction DateDate for Preferred Shares, the Auction Agent shall assemble all valid Orders submitted or deemed submitted to it by the Broker-Dealers in respect of shares of the applicable Series (each such Order as submitted or deemed submitted by a Broker-Dealer being hereinafter referred to individually as a “Submitted Hold Order”, ,” a “Submitted Bid” or a “Submitted Sell Order”, ,” as the case may be, or as a “Submitted Order” and collectively as “Submitted Hold Orders,” “Submitted Bids” or “Submitted Sell Orders,” as the case may be, or as “Submitted Orders”) and shall determinedetermine for such Series:
(Ai) the excess of the total number of Outstanding shares Preferred Shares of APS such Series over the number of Outstanding shares of APS that are the such Series subject of to Submitted Hold Orders (such excess being hereinafter referred to as the “Available APS”Preferred Shares” of such Series);
(Bii) from the Submitted Orders whether for shares of such Series whether:
(A) the number of Outstanding shares of APS that are the such Series subject of to Submitted Bids by of Potential Holders specifying one or more rates per annum equal to or lower than the Maximum Applicable Rate for shares of such Series exceeds or is equal to the sum of:
(1B) the number of Outstanding shares of APS that are the such Series subject of to Submitted Bids by of Existing Holders specifying one or more rates per annum higher than the Maximum Applicable Rate, Rate for shares of such Series; and
(2C) the number of Outstanding shares of APS that are such Series subject to Submitted Sell Orders (if in the event such excess or such equality exists (other than because the number of Outstanding shares of APS such Series in clause subclauses (1B) and (C) above and this clause (2) are each is zero because all of the Outstanding shares of APS such Series are the subject of to Submitted Hold Orders), such Submitted Bids by Potential Holders in subclause (A) above being hereinafter referred to collectively as “Sufficient Clearing Bids”” for shares of such Series); and
(Ciii) if Sufficient Clearing Bids for shares of such Series exist, the lowest rate per annum specified in the such Submitted Bids (the “Winning Bid Rate”” for shares of such Series) that which if:
(1A) (I) each such Submitted Bid from of Existing Holders specifying the Winning Bid Rate such lowest rate and (II) all other such Submitted Bids from of Existing Holders specifying lower rates per annum were rejected, thus entitling such Existing Holders to continue to hold the shares of APS such Series that are the subject of to such Submitted Bids, ; and
(2B) (I) each such Submitted Bid from of Potential Holders specifying the Winning Bid Rate such lowest rate and (II) all other such Submitted Bids from of Potential Holders specifying lower rates per annum were accepted, thus entitling the Potential Holders to purchase the shares of APS that are the subject of such Submitted Bids, ; would result in such Existing Holders described in subclause (A) above continuing to hold an aggregate number of Outstanding shares of such Series which, when added to the number of Outstanding shares subject of such Series to all Submitted Bids specifying the Winning Bid Rate or a lower rate per annum being at least be purchased by such Potential Holders described in subclause (B) above, would equal to not less than the Available APSPreferred Shares of such Series.
(iib) Promptly after the Auction Agent has made the determinations pursuant to paragraph (a) of this Section 11.10(d)(i)3, the Auction Agent shall advise the Trust of the Maximum Applicable Rate for Preferred Shares for which an Auction is being held on the Auction Date and, based on such determinationsdetermination, the Applicable Rate for shares of the applicable Series for the next succeeding Dividend Rate Period thereof as follows:
(Ai) if Sufficient Clearing Bids for shares of such Series exist, that the Applicable Rate for all shares of the Series for the next succeeding Dividend Rate Period thereof shall be equal to the Winning Bid RateRate for shares of such Series so determined;
(Bii) if Sufficient Clearing Bids for shares of such Series do not exist (other than because all of the Outstanding shares of APS such Series are the subject of to Submitted Hold Orders), that the Applicable Rate for all shares of such Series for the next succeeding Dividend Rate Period thereof shall be equal to the Maximum Applicable RateRate for shares of such Series; or
(Ciii) if all of the Outstanding shares of APS such Series are the subject of to Submitted Hold Orders, that the Dividend Period next succeeding the Auction shall automatically be the same length as the immediately preceding Dividend Period and the Applicable Rate for all shares of such Series for the next succeeding Dividend Rate Period thereof shall be equal to 40% of the Reference Rate (or 60% of such rate if the Trust has provided notification to the Auction Agent prior to the Auction establishing the Applicable Rate for any dividend pursuant to Section 11.2(f) hereof that net capital gains or other taxable income will be included in such dividend on shares of APS) on the date of the AuctionAll Hold Rate.
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Samples: Bylaws (RMR Real Estate Income Fund)
Determination of Sufficient Clearing Bids, Winning Bid Rate and Applicable Rate. (i) Not earlier than the Submission Deadline on each Auction Date, the Auction Agent shall assemble all Orders submitted or deemed submitted to it by the Broker-Dealers (each such Order as submitted or deemed submitted by a Broker-Dealer being hereinafter referred to individually as a “Submitted Hold Order”, a “Submitted Bid” or a “Submitted Sell Order”, as the case may be, or as a “Submitted Order”) and shall determine:
(A) the excess of the total number of Outstanding shares of APS over the number of Outstanding shares of APS that are the subject of Submitted Hold Orders (such excess being hereinafter referred to as the “Available APS”);
(B) from the Submitted Orders whether the number of Outstanding shares of APS that are the subject of Submitted Bids by Potential Holders specifying one or more rates per annum equal to or lower than the Maximum Applicable Rate exceeds or is equal to the sum of:
(1) the number of Outstanding shares of APS that are the subject of Submitted Bids by Existing Holders specifying one or more rates per annum higher than the Maximum Applicable Rate, and
(2) the number of Outstanding shares of APS that are subject to Submitted Sell Orders (if such excess or such equality exists (other than because the number of Outstanding shares of APS in clause (1) above and this clause (2) are each zero because all of the Outstanding shares of APS are the subject of Submitted Hold Orders), such Submitted Bids by Potential Holders being hereinafter referred to collectively as “Sufficient Clearing Bids”); and
(C) if Sufficient Clearing Bids exist, the lowest rate per annum specified in the Submitted Bids (the “Winning Bid Rate”) that if:
(1) each Submitted Bid from Existing Holders specifying the Winning Bid Rate and all other Submitted Bids from Existing Holders specifying lower rates per annum were rejected, thus entitling such Existing Holders to continue to hold the shares of APS that are the subject of such Submitted Bids, and
(2) each Submitted Bid from Potential Holders specifying the Winning Bid Rate and all other Submitted Bids from Potential Holders specifying lower rates per annum were accepted, thus entitling the Potential Holders to purchase the shares of APS that are the subject of such Submitted Bids, would result in the number of shares subject to all Submitted Bids specifying the Winning Bid Rate or a lower rate per annum being at least equal to the Available APS.
(ii) Promptly after the Auction Agent has made the determinations pursuant to Section 11.10(d)(i), the Auction Agent shall advise the Trust of the Maximum Applicable Rate and, based on such determinations, the Applicable Rate for the next succeeding Dividend Period as follows:
(A) if Sufficient Clearing Bids exist, that the Applicable Rate for the next succeeding Dividend Period shall be equal to the Winning Bid Rate;
(B) if Sufficient Clearing Bids do not exist (other than because all of the Outstanding shares of APS are the subject of Submitted Hold Orders), that the Applicable Rate for the next succeeding Dividend Period shall be equal to the Maximum Applicable Rate; or
(C) if all of the Outstanding shares of APS are the subject of Submitted Hold Orders, that the Dividend Period next succeeding the Auction shall automatically be the same length as the immediately preceding Dividend Period and the Applicable Rate for the next succeeding Dividend Period shall be equal to 40% of the Reference Rate (or 60% of such rate if the Trust has provided notification to the Auction Agent prior to the Auction establishing the Applicable Rate for any dividend pursuant to Section 11.2(f) hereof that net capital gains or other taxable income will be included in such dividend on shares of APS) on the date of the Auction.to
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