Initial Remarketing and Secondary Remarketing. (a) Unless a Tax Event Redemption has occurred, the Company shall engage a nationally recognized investment bank (the "Remarketing Agent") pursuant to the Remarketing Agreement to sell the Notes (the "Initial Remarketing") on the third Business Day immediately preceding February 17, 2005 (the "Initial Remarketing Date"). In order to facilitate the remarketing, the Agent shall notify, by 10:00 a.m., New York City time, on the Business Day immediately preceding the Initial Remarketing Date, the Remarketing Agent of the aggregate principal amount of Notes to be remarketed that are part of Corporate Units. Concurrently, the Collateral Agent, pursuant to the terms of the Pledge Agreement, or the Custodial Agent, pursuant to clause (b) below, will present for remarketing such Notes (and the Separate Notes that are to be remarketed pursuant to clause (b) below) to the Remarketing Agent. Upon receipt of such notice from the Agent and such Notes from the Collateral Agent or Custodial Agent, the Remarketing Agent will, on the Initial Remarketing Date, use its reasonable efforts to remarket such Notes on such date at a price of approximately 100.5% (but not less than 100%) of the sum of the Treasury Portfolio Purchase Price plus the Separate Notes Purchase Price. If the Remarketing Agent is able to remarket the Notes at a price equal to or greater than 100% of the Treasury Portfolio Purchase Price plus the Separate Notes Purchase Price (a "Successful Initial Remarketing"), the portion of the proceeds from such Successful Initial Remarketing equal to the Treasury Portfolio Purchase Price will be applied to purchase the Treasury Portfolio. In addition, the Remarketing Agent may deduct as a remarketing fee ("Remarketing Fee") an amount equal to 25 basis points (.25%) of the Treasury Portfolio Purchase Price plus the Separate Notes Purchase Price from any amount of such proceeds in excess of the Treasury Portfolio Purchase Price plus the Separate Notes Purchase Price. With respect to Separate Notes, any proceeds of the Initial Remarketing in excess of the Remarketing or attributable to the Separate Notes will be remitted to the Custodial Agent for payment to the Holders of Separate Notes. With respect to Notes that are part of Corporate Units, any proceeds in excess of those required to pay the Treasury Portfolio Purchase Price and the Remarketing Fee with respect to such Notes will be remitted to the Agent for payment to the Holders of the related Corporate Units. A Corporate Unit Holder whose Notes are so remarketed will not otherwise be responsible for the payment of any Remarketing Fee in connection therewith. The Treasury Portfolio will be substituted for the Notes of Holders of Corporate Units and will be pledged to the Collateral Agent to secure the Corporate Unit Holders' obligation to pay the Purchase Price for the Common Stock under the related Purchase Contracts on the Purchase Contract Settlement Date. Following the occurrence of a Successful Initial Remarketing, the Holders of Corporate Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Corporate Units and the Collateral Agent had in respect of the Notes, as the case may be, subject to the Pledge thereof as provided in Sections 2, 3, 4, 5 and 6 of the Pledge Agreement, and any reference herein or in the Certificates to the Notes shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfolio. The Company may cause to be made in any Corporate Unit Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Notes as collateral. If, (i) despite using its reasonable efforts, the Remarketing Agent cannot remarket the related Notes (other than to the Company) at a price equal to or greater than 100% of the sum of the Treasury Portfolio Purchase Price plus the Separate Notes Purchase Price, or (ii) the remarketing has not occurred because of a condition precedent to the remarketing has not been fulfilled, the remarketing will be deemed to have failed (a "Failed Initial Remarketing"). The Company will cause a notice of a Failed Initial Remarketing to be published on the second Business Day immediately preceding February 17, 2005 in an Authorized Newspaper. The Notes will continue to be a component of Corporate Units, and another remarketing may be attempted as described in Section 5.5(b).
Appears in 2 contracts
Samples: Purchase Contract Agreement (Alltel Corp), Purchase Contract Agreement (Alltel Corp)
Initial Remarketing and Secondary Remarketing. (a) Unless a Tax Event Redemption has occurred, the Company shall engage a nationally recognized investment bank (the "Remarketing Agent") pursuant to the Remarketing Agreement to sell the Notes (the "Initial Remarketing") on the third Business Day immediately preceding February 17May 16, 2005 (the "Initial Remarketing Date"). In order to facilitate the remarketing, the Agent shall notify, by 10:00 a.m., New York City time, on the Business Day immediately preceding the Initial Remarketing Date, the Remarketing Agent of the aggregate principal amount of Notes to be remarketed that are part of Corporate Units. Concurrently, the Collateral Agent, pursuant to the terms of the Pledge Agreement, or the Custodial Agent, pursuant to clause (bc) below, will present for remarketing such Notes (and the Separate Notes that are to be remarketed pursuant to clause (bc) below) to the Remarketing Agent. Upon receipt of such notice from the Agent and such Notes from the Collateral Agent or Custodial Agent, the Remarketing Agent will, on the Initial Remarketing Date, use its reasonable best efforts to remarket such Notes on such date at a price of approximately 100.5% (but not less than 100%) of the sum of the Treasury Portfolio Purchase Price plus the Separate Notes Purchase Price. If the Remarketing Agent is able to remarket the Notes at a price equal to or greater than 100100.5% of the Treasury Portfolio Purchase Price plus the Separate Notes Purchase Price (a "Successful Initial Remarketing"), the portion of the proceeds from such Successful Initial Remarketing equal to the Treasury Portfolio Purchase Price will be applied to purchase the Treasury Portfolio. In addition, the Remarketing Agent may deduct as a remarketing fee ("Remarketing Fee") an amount equal to not exceeding 25 basis points (.250.25%) of the sum of the Treasury Portfolio Purchase Price plus the Separate Notes Purchase Price from any amount of such proceeds in excess of the Treasury Portfolio Purchase Price plus the Separate Notes Purchase Price. With respect to Separate Notes, any proceeds of the Initial Remarketing in excess of the Remarketing Fee or attributable to the Separate Notes will be remitted to the Custodial Agent for payment to the Holders of Separate Notes. With respect to Notes that are part of Corporate Units, any proceeds in excess of those required to pay the Treasury Portfolio Purchase Price and the Remarketing Fee with respect to such Notes will be remitted to the Agent for payment to the Holders of the related Corporate Units. A Corporate Unit Holder whose Notes are so remarketed will not otherwise be responsible for the payment of any Remarketing Fee in connection therewith. The Treasury Portfolio will be substituted for the Notes of Holders of Corporate Units and will be pledged to the Collateral Agent to secure the Corporate Unit Holders' obligation to pay the Purchase Price for the shares of Common Stock under the related Purchase Contracts on the Purchase Contract Settlement Date. Following the occurrence of a Successful Initial Remarketing, the Holders of Corporate Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Corporate Units and the Collateral Agent had in respect of the Notes, as the case may be, subject to the Pledge thereof as provided in Sections 2, 3, 4, 5 and 6 of the Pledge Agreement, and any reference herein or in the Certificates to the Notes shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfolio. The Company may cause to be made in any Corporate Unit Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Notes as collateral. If, (i) despite using its reasonable best efforts, the Remarketing Agent cannot remarket the related Notes (other than to the Company) at a price equal to or greater than 100100.5% of the sum of the Treasury Portfolio Purchase Price plus the Separate Notes Purchase Price, or (ii) the remarketing Initial Remarketing has not occurred because of a condition precedent to the remarketing has not been fulfilled, the remarketing will be deemed to have failed (a "Failed Initial Remarketing"). The Company will cause a notice of a Failed Initial Remarketing to be published on the second Business Day immediately preceding February 17May 16, 2005 in an Authorized Newspaper. The Notes will continue to be a component of Corporate Units, and another remarketing may be attempted as described in Section 5.5(b5.4(b).
Appears in 1 contract
Samples: Purchase Contract Agreement (St Paul Companies Inc /Mn/)
Initial Remarketing and Secondary Remarketing. (a) Unless a Tax Event Redemption has occurred, the Company shall engage a nationally recognized investment bank (the "Remarketing Agent") pursuant to the Remarketing Agreement to sell the Notes (the "Initial Remarketing") on the third Business Day immediately preceding February 17, 2005 (the "Initial Remarketing Date"). In order to facilitate the remarketing, the The Collateral Agent shall notifyshall, by 10:00 11:00 a.m., New York City time, on the Business Day immediately preceding the Initial Remarketing Date, without any instruction from any Holder of Income Equity Units, present the related Pledged Notes to the Remarketing Agent of the aggregate principal amount of Notes to be remarketed that are part of Corporate Unitsfor remarketing. ConcurrentlyUpon receiving such Pledged Notes, the Collateral Remarketing Agent, pursuant to the terms of the Pledge Remarketing Agreement, or the Custodial Agent, pursuant to clause (b) below, will present for remarketing such Notes (and the Separate Notes that are to be remarketed pursuant to clause (b) below) to the Remarketing Agent. Upon receipt of such notice from the Agent and such Notes from the Collateral Agent or Custodial Agent, the Remarketing Agent will, on the Initial Remarketing Date, use its reasonable efforts to remarket such Pledged Notes on such date the Initial Remarketing Date at a price of approximately 100.5% (but not less than 100%) of the sum of the Treasury Portfolio Purchase Price plus the Separate Notes Purchase Price. If After deduction as the Remarketing Agent is able to remarket the Notes at a price equal to or greater than 100% Fee of the Treasury Portfolio Purchase Price plus the Separate Notes Purchase Price (a "Successful Initial Remarketing"), the portion of the proceeds from such Successful Initial Remarketing equal to the Treasury Portfolio Purchase Price will be applied to purchase the Treasury Portfolio. In addition, the Remarketing Agent may deduct as a remarketing fee ("Remarketing Fee") an amount equal to not exceeding 25 basis points (.25%) of the Treasury Portfolio Purchase Price plus from any amount of such Proceeds in excess of the Separate Treasury Portfolio Purchase Price, the Remarketing Agent will remit the entire amount of the Proceeds of such remarketing to the Collateral Agent on or prior to 12:00 p.m., New York City time, by check or wire transfer in immediately available funds at such place and at such account as may be designated by the Collateral Agent in exchange for the Pledged Notes. In the event the Collateral Agent receives such Proceeds, the Collateral Agent will, at the written direction of the Company, apply an amount equal to the Treasury Portfolio Purchase Price to purchase from the Quotation Agent the Treasury Portfolio and promptly remit the remaining portion of such Proceeds to the Purchase Contract Agent for payment to the Holders of Income Equity Units. The Collateral Agent shall Transfer the Treasury Portfolio to the Collateral Account to secure the obligation of all Holders of Income Equity Units to purchase Common Stock of the Company under the Purchase Contracts constituting a part of such Income Equity Units, in substitution for the Pledged Notes, which shall be released from the Collateral Account. In the event of a Failed Initial Remarketing, the Notes presented to the Remarketing Agent pursuant to this Section 7.03 for Remarketing shall be redeposited into the Collateral Account. In the event of a Failed Initial Remarketing, the Collateral Agent shall, by 11:00 a.m., New York City time, on the Business Day immediately preceding the Secondary Remarketing Date, without any instruction from any Holder of Income Equity Units, present the related Pledged Notes to the Remarketing Agent for remarketing. Upon receiving such Pledged Notes, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement, will use its reasonable efforts to remarket such Pledged Notes on the Secondary Remarketing Date at a price of approximately 100.5% (but not less than 100%) of the Treasury Portfolio Purchase Price. After deduction as the Remarketing Fee of an amount not exceeding 25 basis points (.25%) of the Treasury Portfolio Purchase Price from any amount of such proceeds Proceeds in excess of the Treasury Portfolio Purchase Price plus Price, the Separate Notes Purchase Price. With respect to Separate Notes, any proceeds Remarketing Agent will remit the entire amount of the Initial Remarketing Proceeds of such remarketing to the Collateral Agent on or prior to 12:00 p.m., New York City time, by check or wire transfer in excess immediately available funds at such place and at such account as may be designated by the Collateral Agent in exchange for the Pledged Notes. In the event the Collateral Agent receives such Proceeds, the Collateral Agent will, at the written direction of the Remarketing or attributable Company, apply an amount equal to the Separate Notes will be remitted Treasury Portfolio Purchase Price to purchase from the Quotation Agent the Treasury Portfolio and promptly remit the remaining portion of such Proceeds to the Custodial Purchase Contract Agent for payment to the Holders of Separate NotesIncome Equity Units. With respect to Notes that are part of Corporate Units, any proceeds in excess of those required to pay The Collateral Agent shall Transfer the Treasury Portfolio Purchase Price and the Remarketing Fee with respect to such Notes will be remitted to the Agent for payment to the Holders of the related Corporate Units. A Corporate Unit Holder whose Notes are so remarketed will not otherwise be responsible for the payment of any Remarketing Fee in connection therewith. The Treasury Portfolio will be substituted for the Notes of Holders of Corporate Units and will be pledged to the Collateral Agent Account to secure the Corporate Unit Holders' obligation of all Holders of Income Equity Units to pay purchase Common Stock of the Company under the Purchase Price Contracts constituting a part of such Income Equity Units, in substitution for the Common Stock under Pledged Notes, which shall be released from the related Purchase Contracts on Collateral Account. In the Purchase Contract Settlement Date. Following the occurrence event of a Successful Initial Failed Secondary Remarketing, the Holders of Corporate Units and the Collateral Agent shall have such security interests, rights and obligations with respect Notes presented to the Treasury Portfolio as the Holder of Corporate Units and the Collateral Agent had in respect of the Notes, as the case may be, subject to the Pledge thereof as provided in Sections 2, 3, 4, 5 and 6 of the Pledge Agreement, and any reference herein or in the Certificates to the Notes shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfolio. The Company may cause to be made in any Corporate Unit Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Notes as collateral. If, (i) despite using its reasonable efforts, the Remarketing Agent cannot remarket pursuant to this Section 7.03 for Remarketing shall be redeposited into the related Notes (other than to the Company) at a price equal to or greater than 100% of the sum of the Treasury Portfolio Purchase Price plus the Separate Notes Purchase Price, or (ii) the remarketing has not occurred because of a condition precedent to the remarketing has not been fulfilled, the remarketing will be deemed to have failed (a "Failed Initial Remarketing"). The Company will cause a notice of a Failed Initial Remarketing to be published on the second Business Day immediately preceding February 17, 2005 in an Authorized Newspaper. The Notes will continue to be a component of Corporate Units, and another remarketing may be attempted as described in Section 5.5(b)Collateral Account.
Appears in 1 contract
Samples: Pledge Agreement (Sempra Energy)
Initial Remarketing and Secondary Remarketing. (a) Unless a Tax Event Redemption has occurred, the Company shall engage a nationally recognized investment bank (the "Remarketing Agent") pursuant to the Remarketing Agreement to sell the Notes (the "Initial Remarketing") on the third Business Day immediately preceding February 17, 2005 (the "Initial Remarketing Date"). In order to facilitate the remarketing, the The Collateral Agent shall notifyshall, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding each of May 16, 2005, and, in the event of a Failed Initial Remarketing, July 1, 2005, without any instruction from any Holder of Corporate Units, present the related Pledged Notes to the Remarketing DateAgent for remarketing. Upon receiving such Pledged Notes, the Remarketing Agent of the aggregate principal amount of Notes to be remarketed that are part of Corporate Units. Concurrently, the Collateral Agent, pursuant to the terms of the Pledge Remarketing Agreement, or the Custodial Agent, pursuant to clause (b) below, will present for remarketing such Notes (and the Separate Notes that are to be remarketed pursuant to clause (b) below) to the Remarketing Agent. Upon receipt of such notice from the Agent and such Notes from the Collateral Agent or Custodial Agent, the Remarketing Agent will, on the Initial Remarketing Date, use its reasonable best efforts to remarket such Pledged Notes on such date at a price of approximately 100.5% (but not less than 100%) of the sum of the Treasury Portfolio Purchase Price plus the Separate Notes Purchase Price. If the Remarketing Agent is able to remarket the Notes at a price equal to or greater than 100% of the Treasury Portfolio Purchase Price plus the Separate Notes Purchase Price (a "Successful Initial Remarketing"), the portion of the proceeds from such Successful Initial Remarketing equal to the Treasury Portfolio Purchase Price will be applied to purchase the Treasury PortfolioPrice. In addition, After deducting as the Remarketing Agent may deduct as a remarketing fee ("Remarketing Fee") Fee an amount equal to not exceeding 25 basis points (.250.25%) of the Treasury Portfolio Purchase Price plus the Separate Notes Purchase Price from any amount of such proceeds Proceeds in excess of the Treasury Portfolio Purchase Price plus Price, the Separate Notes Purchase Price. With respect to Separate Notes, any proceeds Remarketing Agent will remit the entire amount of the Initial Remarketing Proceeds of such remarketing to the Collateral Agent on or prior to 12:00 p.m., New York City time on May 16, 2005 or July 1, 2005, as the case may be, by check or wire transfer in excess immediately available funds at such place and at such account as may be designated by the Collateral Agent in exchange for the Pledged Notes. In the event the Collateral Agent receives such Proceeds, the Collateral Agent will, at the written direction of the Remarketing or attributable Company, apply an amount equal to the Separate Notes will be remitted Treasury Portfolio Purchase Price to purchase from the Quotation Agent the Treasury Portfolio and promptly remit the remaining portion of such Proceeds to the Custodial Purchase Contract Agent for payment to the Holders of Separate Notes. With respect to Notes that are part of Corporate Units, any proceeds in excess of those required to pay . The Collateral Agent shall Transfer the Treasury Portfolio Purchase Price and the Remarketing Fee with respect to such Notes will be remitted to the Agent for payment Collateral Account to secure the Holders obligation of the related Corporate Units. A Corporate Unit Holder whose Notes are so remarketed will not otherwise be responsible for the payment of any Remarketing Fee in connection therewith. The Treasury Portfolio will be substituted for the Notes of all Holders of Corporate Units and will be pledged to purchase shares of Common Stock of the Collateral Agent to secure the Corporate Unit Holders' obligation to pay Company under the Purchase Price Contracts constituting a part of such Corporate Units, in substitution for the Common Stock under the related Purchase Contracts on the Purchase Contract Settlement DatePledged Notes. Following the occurrence of a Successful Initial Remarketing, the Holders of Corporate Units and Thereafter the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Corporate Units and the Collateral Agent it had in respect of the Notes, as the case may be, subject to the Pledge thereof Pledged Notes as provided in Sections 2Articles II, 3III, 4IV, 5 V and 6 of the Pledge AgreementVI hereof, and any reference herein or in the Certificates to the Notes shall be deemed to be a reference to such Treasury Portfolio Portfolio, and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the such Treasury Portfolio. The Company may cause to be made in any Corporate Unit Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Notes as collateral. If, (i) despite using its reasonable efforts, the Remarketing Agent cannot remarket the related Notes (other than to the Company) at a price equal to or greater than 100% of the sum of the Treasury Portfolio Purchase Price plus the Separate Notes Purchase Price, or (ii) the remarketing has not occurred because of a condition precedent to the remarketing has not been fulfilled, the remarketing will be deemed to have failed (a "Failed Initial Remarketing"). The Company will cause a notice of a Failed Initial Remarketing to be published on the second Business Day immediately preceding February 17, 2005 in an Authorized Newspaper. The Notes will continue to be a component of Corporate Units, and another remarketing may be attempted as described in Section 5.5(b).
Appears in 1 contract
