Mandatory Disposition of Notes Pursuant to Gaming Laws. Each holder and beneficial owner, by accepting or otherwise acquiring an interest in the Notes, shall be deemed to have agreed that if the Gaming Authority of any jurisdiction in which the Company or any of its Subsidiaries conducts or proposes to conduct gaming requires that a Person who is a holder or beneficial owner must be licensed, qualified or found suitable under the applicable Gaming Laws, such holder or beneficial owner shall apply for a license, qualification or a finding of suitability within the required time period. If such Person fails to apply or become licensed or qualified or is found unsuitable (a "Disqualified Holder"), then the Company shall have the right, at its option, notwithstanding any other provision of this Indenture: (i) to require such Person to dispose of its Notes or beneficial interest therein within 30 days of receipt of notice of the Company's election or such earlier date as may be requested or prescribed by such Gaming Authority; or (ii) to redeem such Notes, which Redemption Date may be less than 30 days following the notice of redemption if so requested or prescribed by the Gaming Authority, at a redemption price equal to: (1) the lesser of: (a) the Person's cost, plus accrued and unpaid interest, if any, to the earlier of the Redemption Date or the date of the finding of unsuitability or failure to comply; and (b) 100% of the principal amount thereof, plus accrued and unpaid interest to the earlier of the Redemption Date and the date of the finding of unsuitability; or (2) such lesser amount as may be required by applicable Gaming Laws or by order of any Gaming Authority. The Company shall notify the Trustee in writing of any such Disqualified Holder status or redemption as soon as practicable. The Company shall not be responsible for any costs or expenses any such holder or beneficial owner may incur in connection with its application for a license, qualification or a finding of suitability. Notwithstanding any other provision of this Indenture, immediately upon the imposition of a requirement to dispose of Notes by a Gaming Authority, such Person shall, to the extent required by applicable Gaming Laws, have no further right (i) to exercise, directly or indirectly, through any trustee, nominee or any other person or entity, any right conferred by the Notes or (ii) to receive any interest, dividends or any other distributions or payments with respect to the Notes or any remuneration in any form with respect to the Notes from the Company or the Trustee, except the redemption price.
Appears in 2 contracts
Samples: Indenture (MGM Mirage), Indenture (MGM Mirage)
Mandatory Disposition of Notes Pursuant to Gaming Laws. Each holder and beneficial owner, by accepting or otherwise acquiring an interest in the Notes, shall be deemed to have agreed that if the Gaming Authority of any jurisdiction in which the Company or any of its Subsidiaries conducts or proposes to conduct gaming requires that a Person who is a holder or beneficial owner must be licensed, qualified or found suitable under the applicable Gaming Laws, such holder or beneficial owner shall apply for a license, qualification or a finding of suitability within the required time period. If such Person fails to apply or become licensed or qualified or is found unsuitable (a "“Disqualified Holder"”), then the Company shall have the right, at its option, notwithstanding any other provision of this Indenture:
(i) to require such Person to dispose of its Notes or beneficial interest therein within 30 days of receipt of notice of the Company's ’s election or such earlier date as may be requested or prescribed by such Gaming Authority; or
(ii) to redeem such Notes, which Redemption Date may be less than 30 days following the notice of redemption if so requested or prescribed by the Gaming Authority, at a redemption price equal to:
(1) the lesser of:
(a) the Person's ’s cost, plus accrued and unpaid interest, if any, to the earlier of the Redemption Date or the date of the finding of unsuitability or failure to comply; and
(b) 100% of the principal amount thereof, plus accrued and unpaid interest to the earlier of the Redemption Date and the date of the finding of unsuitability; or
(2) such lesser other amount as may be required by applicable Gaming Laws or by order of any Gaming Authority. The Company shall notify the Trustee in writing of any such Disqualified Holder status or redemption as soon as practicable. The Company shall not be responsible for any costs or expenses any such holder or beneficial owner may incur in connection with its application for a license, qualification or a finding of suitability. Notwithstanding any other provision of this Indenture, immediately upon the imposition of a requirement to dispose of Notes by a Gaming Authority, such Person shall, to the extent required by applicable Gaming Laws, have no further right (i) to exercise, directly or indirectly, through any trustee, nominee or any other person or entity, any right conferred by the Notes or (ii) to receive any interest, dividends or any other distributions or payments with respect to the Notes or any remuneration in any form with respect to the Notes from the Company or the Trustee, except the redemption price.
Appears in 2 contracts
Samples: Indenture (MGM Mirage), Indenture (MGM Mirage)
Mandatory Disposition of Notes Pursuant to Gaming Laws. Each holder Holder and beneficial owner, by accepting or otherwise acquiring an interest in the Notes, shall be deemed to have agreed that if the Gaming Authority of any jurisdiction in which the Company or any of its Subsidiaries conducts or proposes to conduct gaming activities requires that a Person who is a holder Holder or beneficial owner must be licensed, qualified or found suitable under the applicable Gaming Laws, such holder Holder or beneficial owner owner, as the case may be, shall apply for a license, qualification or a finding of suitability within the required time periodperiod in accordance with such Gaming Laws. If such Person fails to apply or become licensed or qualified or is found unsuitable (a "“Disqualified Holder"”), then the Company shall have the right, at its option, notwithstanding any other provision of this Fifth Supplemental Indenture:
(i) to require such Person to dispose of its Notes or beneficial interest therein within 30 calendar days of receipt of notice of the Company's ’s election or such earlier date as may be requested or prescribed by such Gaming Authority; or
(ii) to redeem such Notes, which Redemption Date may be less than 30 calendar days following the notice of redemption if so requested or prescribed by the Gaming Authority, at a redemption price equal to:
(1) the lesser of:
(a) the Person's ’s cost, plus accrued and unpaid interest, if any, to the earlier of the Redemption Date or the date of the finding of unsuitability or failure to comply; and
(b) 100% of the principal amount thereof, plus accrued and unpaid interest to the earlier of the Redemption Date and or the date of the finding of unsuitabilityunsuitability or failure to comply; or
(2) such lesser other amount as may be required by applicable Gaming Laws or by order of any Gaming Authority. The Company shall notify the Trustee in writing of any such Disqualified Holder status or redemption as soon as practicable. The Company shall not be responsible for any costs or expenses any such holder Holder or beneficial owner may incur in connection with its application for a license, qualification or a finding of suitability. Notwithstanding any other provision of this Fifth Supplemental Indenture, immediately upon the imposition of a requirement to dispose of Notes by a Gaming Authority, such Person shall, to the extent required by applicable Gaming Laws, have no further right (i) to exercise, directly or indirectly, through any trustee, nominee or any other person or entity, any right conferred by the such Notes or (ii) to receive any interest, dividends or any other distributions or payments with respect to the such Notes or any remuneration in any form with respect to the such Notes from the Company or the Trustee, except the redemption price.
Appears in 1 contract
Samples: Fifth Supplemental Indenture (MGM Resorts International)
Mandatory Disposition of Notes Pursuant to Gaming Laws. Each holder Holder and beneficial owner, by accepting or otherwise acquiring an interest in the Notes, shall be deemed to have agreed that if the Gaming Authority of any jurisdiction in which the Company or any of its Subsidiaries conducts or proposes to conduct gaming activities requires that a Person who is a holder Holder or beneficial owner must be licensed, qualified or found suitable under the applicable Gaming Laws, such holder Holder or beneficial owner owner, as the case may be, shall apply for a license, qualification or a finding of suitability within the required time periodperiod in accordance with such Gaming Laws. If such Person fails to apply or become licensed or qualified or is found unsuitable (a "“Disqualified Holder"”), then the Company shall have the right, at its option, notwithstanding any other provision of this Sixth Supplemental Indenture:
(i) to require such Person to dispose of its Notes or beneficial interest therein within 30 calendar days of receipt of notice of the Company's ’s election or such earlier date as may be requested or prescribed by such Gaming Authority; or
(ii) to redeem such Notes, which Redemption Date may be less than 30 calendar days following the notice of redemption if so requested or prescribed by the Gaming Authority, at a redemption price equal to:
(1) the lesser of:
(a) the Person's ’s cost, plus accrued and unpaid interest, if any, to the earlier of the Redemption Date or the date of the finding of unsuitability or failure to comply; and
(b) 100% of the principal amount thereof, plus accrued and unpaid interest interest, if any, to the earlier of the Redemption Date and or the date of the finding of unsuitabilityunsuitability or failure to comply; or
(2) such lesser other amount as may be required by applicable Gaming Laws or by order of any Gaming Authority. The Company shall notify the Trustee in writing of any such Disqualified Holder status or redemption as soon as practicable. The Company shall not be responsible for any costs or expenses any such holder Holder or beneficial owner may incur in connection with its application for a license, qualification or a finding of suitability. Notwithstanding any other provision of this Sixth Supplemental Indenture, immediately upon the imposition of a requirement to dispose of Notes by a Gaming Authority, such Person shall, to the extent required by applicable Gaming Laws, have no further right (i) to exercise, directly or indirectly, through any trustee, nominee or any other person or entity, any right conferred by the such Notes or (ii) to receive any interest, dividends or any other distributions or payments with respect to the such Notes or any remuneration in any form with respect to the such Notes from the Company or the Trustee, except the redemption price.
Appears in 1 contract
Mandatory Disposition of Notes Pursuant to Gaming Laws. Each holder Holder and beneficial owner, by accepting or otherwise acquiring an interest in the Notes, shall be deemed to have agreed that if the Gaming Authority of any jurisdiction in which the Company or any of its Subsidiaries conducts or proposes to conduct gaming activities requires that a Person who is a holder Holder or beneficial owner must be licensed, qualified or found suitable under the applicable Gaming Laws, such holder Holder or beneficial owner owner, as the case may be, shall apply for a license, qualification or a finding of suitability within the required time periodperiod in accordance with such Gaming Laws. If such Person fails to apply or become licensed or qualified or is found unsuitable (a "“Disqualified Holder"”), then the Company shall have the right, at its option, notwithstanding any other provision of this First Supplemental Indenture:
(i) to require such Person to dispose of its Notes or beneficial interest therein within 30 calendar days of receipt of notice of the Company's ’s election or such earlier date as may be requested or prescribed by such Gaming Authority; or
(ii) to redeem such Notes, which Redemption Date may be less than 30 calendar days following the notice of redemption if so requested or prescribed by the Gaming Authority, at a redemption price equal to:
(1) the lesser of:
(a) the Person's ’s cost, plus accrued and unpaid interest, if any, to the earlier of the Redemption Date or the date of the finding of unsuitability or failure to comply; and
(b) 100% of the principal amount thereof, plus accrued and unpaid interest to the earlier of the Redemption Date and or the date of the finding of unsuitabilityunsuitability or failure to comply; or
(2) such lesser other amount as may be required by applicable Gaming Laws or by order of any Gaming Authority. The Company shall notify the Trustee in writing of any such Disqualified Holder status or redemption as soon as practicable. The Company shall not be responsible for any costs or expenses any such holder Holder or beneficial owner may incur in connection with its application for a license, qualification or a finding of suitability. Notwithstanding any other provision of this First Supplemental Indenture, immediately upon the imposition of a requirement to dispose of Notes by a Gaming Authority, such Person shall, to the extent required by applicable Gaming Laws, have no further right (i) to exercise, directly or indirectly, through any trustee, nominee or any other person or entity, any right conferred by the such Notes or (ii) to receive any interest, dividends or any other distributions or payments with respect to the such Notes or any remuneration in any form with respect to the such Notes from the Company or the Trustee, except the redemption price.
Appears in 1 contract
Samples: First Supplemental Indenture (MGM Resorts International)
Mandatory Disposition of Notes Pursuant to Gaming Laws. Each holder Holder and beneficial owner, by accepting or otherwise acquiring an interest in the Notes, shall be deemed to have agreed that if the Gaming Authority of any jurisdiction in which the Company or any of its Subsidiaries conducts or proposes to conduct gaming activities requires that a Person who is a holder Holder or beneficial owner must be licensed, qualified or found suitable under the applicable Gaming Laws, such holder Holder or beneficial owner owner, as the case may be, shall apply for a license, qualification or a finding of suitability within the required time periodperiod in accordance with such Gaming Laws. If such Person fails to apply or become licensed or qualified or is found unsuitable (a "“Disqualified Holder"”), then the Company shall have the right, at its option, notwithstanding any other provision of this Third Supplemental Indenture:
(i) to require such Person to dispose of its Notes or beneficial interest therein within 30 calendar days of receipt of notice of the Company's ’s election or such earlier date as may be requested or prescribed by such Gaming Authority; or
(ii) to redeem such Notes, which Redemption Date may be less than 30 calendar days following the notice of redemption if so requested or prescribed by the Gaming Authority, at a redemption price equal to:
(1) the lesser of:
(a) the Person's ’s cost, plus accrued and unpaid interest, if any, to the earlier of the Redemption Date or the date of the finding of unsuitability or failure to comply; and
(b) 100% of the principal amount thereof, plus accrued and unpaid interest to the earlier of the Redemption Date and or the date of the finding of unsuitabilityunsuitability or failure to comply; or
(2) such lesser other amount as may be required by applicable Gaming Laws or by order of any Gaming Authority. The Company shall notify the Trustee in writing of any such Disqualified Holder status or redemption as soon as practicable. The Company shall not be responsible for any costs or expenses any such holder Holder or beneficial owner may incur in connection with its application for a license, qualification or a finding of suitability. Notwithstanding any other provision of this Third Supplemental Indenture, immediately upon the imposition of a requirement to dispose of Notes by a Gaming Authority, such Person shall, to the extent required by applicable Gaming Laws, have no further right (i) to exercise, directly or indirectly, through any trustee, nominee or any other person or entity, any right conferred by the such Notes or (ii) to receive any interest, dividends or any other distributions or payments with respect to the such Notes or any remuneration in any form with respect to the such Notes from the Company or the Trustee, except the redemption price.
Appears in 1 contract
Samples: Third Supplemental Indenture (MGM Resorts International)
Mandatory Disposition of Notes Pursuant to Gaming Laws. (a) Each holder and Noteholder or beneficial owner, by accepting or otherwise acquiring an interest in the Notes, shall be deemed to have agreed that if the Gaming Authority of any jurisdiction in which the Company or any of its Subsidiaries conducts or proposes to conduct gaming activities requires that a Person who is a holder Noteholder or beneficial owner must be licensed, qualified or found suitable under the applicable Gaming Laws, such holder Noteholder or beneficial owner owner, as the case may be, shall apply for a license, qualification or a finding of suitability within the required time periodperiod in accordance with such Gaming Laws. If such Person fails to apply or become licensed or qualified or is found unsuitable (a "“Disqualified Holder"”), then the Company shall have the right, at its option, notwithstanding any other provision of this Indenture:
(i1) to require such Person to dispose of its Notes or beneficial interest therein within 30 calendar days of receipt of notice of the Company's ’s election or such earlier date as may be requested or prescribed by such Gaming Authority; or
(ii2) to redeem such Notes, which Redemption Date redemption date may be less than 30 calendar days following the notice of redemption if so requested or prescribed by the Gaming AuthorityAuthority (the “Gaming Law Redemption Date”), at a redemption price equal to:
(1i) the lesser of:
(aA) the Person's ’s cost, plus accrued and unpaid interest, if any, to the earlier of the Gaming Law Redemption Date or the date of the finding of unsuitability or failure to comply; and
(bB) 100% of the principal amount thereof, plus accrued and unpaid interest to the earlier of the Gaming Law Redemption Date and or the date of the finding of unsuitabilityunsuitability or failure to comply; or
(2ii) such lesser other amount as may be required by applicable Gaming Laws or by order of any the applicable Gaming Authority. .
(b) The Company shall notify the Trustee in writing of any such Disqualified Holder status or redemption as soon as practicable. The Company shall not be responsible for any costs or expenses any such holder Holder or beneficial owner may incur in connection with its application for a license, qualification or a finding of suitability. Notwithstanding any other provision of this Indenture, immediately upon the imposition of a requirement to dispose of Notes by a Gaming Authority, such Person shall, to the extent required by applicable Gaming Laws, have no further right (i) to exercise, directly or indirectly, through any trustee, nominee or any other person or entity, any right conferred by the such Notes or (ii) to receive any interest, dividends or any other distributions or payments with respect to the such Notes or any remuneration in any form with respect to the such Notes from the Company or the Trustee, except the redemption price. Additionally, to the extent required by applicable Gaming Laws, Notes held by a Disqualified Holder shall, so long as held by such Person, be disregarded for the purposes of providing notices, directions, waivers, or other actions and determining the sufficiency of such notices, directions, waivers or actions.
Appears in 1 contract
Samples: Indenture (MGM Mirage)
Mandatory Disposition of Notes Pursuant to Gaming Laws. (a) Each holder and Noteholder or beneficial owner, by accepting or otherwise acquiring an interest in the Notes, shall be deemed to have agreed that if the Gaming Authority of any jurisdiction in which the Company or any of its Subsidiaries conducts or proposes to conduct gaming activities requires that a Person who is a holder Noteholder or beneficial owner must be licensed, qualified or found suitable under the applicable Gaming Laws, such holder Noteholder or beneficial owner owner, as the case may be, shall apply for a license, qualification or a finding of suitability within the required time periodperiod in accordance with such Gaming Laws. If such Person fails to apply or become licensed or qualified or is found unsuitable (a "“Disqualified Holder"”), then the Company shall have the right, at its option, notwithstanding any other provision of this Indenture:
(i1) to require such Person to dispose of its Notes or beneficial interest therein within 30 calendar days of receipt of notice of the Company's ’s election or such earlier date as may be requested or prescribed by such Gaming Authority; or
(ii2) to redeem such Notes, which Redemption Date redemption date may be less than 30 calendar days following the notice of redemption if so requested or prescribed by the Gaming AuthorityAuthority (the “Gaming Law Redemption Date”), at a redemption price equal to:
(1i) the lesser of:
(aA) the Person's ’s cost, plus accrued and unpaid interest, if any, to the earlier of the Gaming Law Redemption Date or the date of the finding of unsuitability or failure to comply; and
(bB) 100% of the principal amount thereof, plus accrued and unpaid interest to the earlier of the Gaming Law Redemption Date and or the date of the finding of unsuitabilityunsuitability or failure to comply; or
(2ii) such lesser other amount as may be required by applicable Gaming Laws or by order of any the applicable Gaming Authority. .
(b) The Company shall notify the Trustee in writing of any such Disqualified Holder status or redemption as soon as practicable. The Company shall not be responsible for any costs or expenses any such holder or beneficial owner may incur in connection with its application for a license, qualification or a finding of suitability. Notwithstanding any other provision of this Indenture, immediately upon the imposition of a requirement to dispose of Notes by a Gaming Authority, such Person shall, to the extent required by applicable Gaming Laws, have no further right (i) to exercise, directly or indirectly, through any trustee, nominee or any other person or entity, any right conferred by the such Notes or (ii) to receive any interest, dividends or any other distributions or payments with respect to the such Notes or any remuneration in any form with respect to the such Notes from the Company or the Trustee, except the redemption price. Additionally, to the extent required by applicable Gaming Laws, Notes held by a Disqualified Holder shall, so long as held by such Person, be disregarded for the purposes of providing notices, directions, waivers, or other actions and determining the sufficiency of such notices, directions, waivers or actions.
Appears in 1 contract
Mandatory Disposition of Notes Pursuant to Gaming Laws. Each holder Holder and beneficial owner, by accepting or otherwise acquiring an interest in the Notes, shall be deemed to have agreed that if the Gaming Authority of any jurisdiction in which the Company or any of its Subsidiaries conducts or proposes to conduct gaming activities requires that a Person who is a holder Holder or beneficial owner must of Notes be licensed, qualified or found suitable under the applicable Gaming Laws, such holder Holder or beneficial owner owner, as the case may be, shall apply for a license, qualification or a finding of suitability within the required time periodperiod in accordance with such Gaming Laws. If such Person fails to apply or become licensed or qualified or is found unsuitable (a "“Disqualified Holder"”), then the Company shall have the right, at its option, notwithstanding any other provision of this First Supplemental Indenture:
(i) to require such Person to dispose of its Notes or beneficial interest therein within 30 calendar days of receipt of notice of the Company's ’s election or such earlier date as may be requested or prescribed by such Gaming Authority; or
(ii) to redeem such Notes, which Redemption Date may be less than 30 calendar days following the notice of redemption if so requested or prescribed by the Gaming Authority, at a redemption price equal to:
(1) the lesser of:
(a) the Person's ’s cost, plus accrued and unpaid interest, if any, to the earlier of the Redemption Date or the date of the finding of unsuitability or failure to comply; and
(b) 100% of the principal amount thereof, plus accrued and unpaid interest interest, if any, to the earlier of the Redemption Date and or the date of the finding of unsuitabilityunsuitability or failure to comply; or
(2) such lesser other amount as may be required by applicable Gaming Laws or by order of any Gaming Authority. The Company shall notify the Trustee in writing of any such Disqualified Holder status or redemption as soon as practicable. The Company shall not be responsible for any costs or expenses any such holder Holder or beneficial owner may incur in connection with its application for a license, qualification or a finding of suitability. Notwithstanding any other provision of this First Supplemental Indenture, immediately upon the imposition of a requirement to dispose of Notes by a Gaming Authority, such Person shall, to the extent required by applicable Gaming Laws, have no further right (i) to exercise, directly or indirectly, through any trustee, nominee or any other person or entity, any right conferred by the such Notes or (ii) to receive any interest, dividends or any other distributions or payments with respect to the such Notes or any remuneration in any form with respect to the such Notes from the Company or the Trustee, except the redemption price.
Appears in 1 contract
Samples: First Supplemental Indenture (MGM Resorts International)
Mandatory Disposition of Notes Pursuant to Gaming Laws. Each holder and beneficial owner, by accepting or otherwise acquiring an interest in the Notes, shall be deemed to have agreed that if the Gaming Authority of any jurisdiction in which the Company or any of its Subsidiaries subsidiaries conducts or proposes to conduct gaming requires that a Person who is a holder or beneficial owner must be licensed, qualified or found suitable under the applicable Gaming Laws, such holder or beneficial owner shall apply for a license, qualification or a finding of suitability within the required time period. If such Person fails to apply or become licensed or qualified or is found unsuitable (a "Disqualified Holder"), then the Company shall have the right, at its option, notwithstanding any other provision of this Indenture:
Indenture (i) to require such Person to dispose of its Notes or beneficial interest therein within 30 days of receipt of notice of the Company's election or such earlier date as may be requested or prescribed by such Gaming Authority; or
Authority or (ii) to redeem such NotesNotes at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest (including Supplemental Interest, if any) to the earlier of the redemption date and the date of the finding of unsuitability, which Redemption Date may be less than 30 days following the notice of redemption if so requested or prescribed by the Gaming Authority, at a redemption price equal to:
(1) the lesser of:
(a) the Person's cost, plus accrued and unpaid interest, if any, to the earlier of the Redemption Date or the date of the finding of unsuitability or failure to comply; and
(b) 100% of the principal amount thereof, plus accrued and unpaid interest to the earlier of the Redemption Date and the date of the finding of unsuitability; or
(2) such lesser amount as may be required by applicable Gaming Laws or by order of any Gaming Authority. The Company shall notify the Trustee in writing of any such Disqualified Holder status or redemption as soon as practicable. The Company shall not be responsible for any costs or expenses any such holder or beneficial owner may incur in connection with its application for a license, qualification or a finding of suitability. Notwithstanding any other provision of this Indenture, immediately upon the imposition of a requirement to dispose of Notes by a Gaming Authority, such Person shall, to the extent required by applicable Gaming Laws, have no further right (i) to exercise, directly or indirectly, through any trustee, nominee or any other person or entity, any right conferred by the Notes or (ii) to receive any interest, dividends or any other distributions or payments with respect to the Notes or any remuneration in any form with respect to the Notes from the Company or the Trustee, except the redemption price.
Appears in 1 contract
Samples: Indenture (MGM Grand Inc)
Mandatory Disposition of Notes Pursuant to Gaming Laws. Each holder Holder and beneficial owner, by accepting or otherwise acquiring an interest in the Notes, shall be deemed to have agreed that if the Gaming Authority of any jurisdiction in which the Company or any of its Subsidiaries conducts or proposes to conduct gaming activities requires that a Person who is a holder Holder or beneficial owner must be licensed, qualified or found suitable under the applicable Gaming Laws, such holder Holder or beneficial owner owner, as the case may be, shall apply for a license, qualification or a finding of suitability within the required time periodperiod in accordance with such Gaming Laws. If such Person fails to apply or become licensed or qualified or is found unsuitable (a "“Disqualified Holder"”), then the Company shall have the right, at its option, notwithstanding any other provision of this Eighth Supplemental Indenture:
(i) to require such Person to dispose of its Notes or beneficial interest therein within 30 calendar days of receipt of notice of the Company's ’s election or such earlier date as may be requested or prescribed by such Gaming Authority; or
(ii) to redeem such Notes, which Redemption Date may be less than 30 calendar days following the notice of redemption if so requested or prescribed by the Gaming Authority, at a redemption price equal to:
(1) the lesser of:
(a) the Person's ’s cost, plus accrued and unpaid interest, if any, to the earlier of the Redemption Date or the date of the finding of unsuitability or failure to comply; and
(b) 100% of the principal amount thereof, plus accrued and unpaid interest interest, if any, to the earlier of the Redemption Date and or the date of the finding of unsuitabilityunsuitability or failure to comply; or
(2) such lesser other amount as may be required by applicable Gaming Laws or by order of any Gaming Authority. The Company shall notify the Trustee in writing of any such Disqualified Holder status or redemption as soon as practicable. The Company shall not be responsible for any costs or expenses any such holder Holder or beneficial owner may incur in connection with its application for a license, qualification or a finding of suitability. Notwithstanding any other provision of this Eighth Supplemental Indenture, immediately upon the imposition of a requirement to dispose of Notes by a Gaming Authority, such Person shall, to the extent required by applicable Gaming Laws, have no further right (i) to exercise, directly or indirectly, through any trustee, nominee or any other person or entity, any right conferred by the such Notes or (ii) to receive any interest, dividends or any other distributions or payments with respect to the such Notes or any remuneration in any form with respect to the such Notes from the Company or the Trustee, except the redemption price.
Appears in 1 contract
Samples: Eighth Supplemental Indenture (MGM Resorts International)
Mandatory Disposition of Notes Pursuant to Gaming Laws. Each holder Holder and beneficial owner, by accepting or otherwise acquiring an interest in the Notes, shall be deemed to have agreed that if the Gaming Authority of any jurisdiction in which the Company or any of its Subsidiaries conducts or proposes to conduct gaming requires that a Person who is a holder Holder or beneficial owner must be licensed, qualified or found suitable under the applicable Gaming Laws, such holder Holder or beneficial owner shall apply for a license, qualification or a finding of suitability within the required time period. If such Person fails to apply or become licensed or qualified or is found unsuitable (a "Disqualified HolderDISQUALIFIED HOLDER"), then the Company shall have the right, at its option, notwithstanding any other provision of this Indenture:
(i) to require such Person to dispose of its Notes or beneficial interest therein within 30 days of receipt of notice of the Company's election or such earlier date as may be requested or prescribed by such Gaming Authority; or
(ii) to redeem such Notes, which Redemption Date may be less than 30 days following the notice of redemption if so requested or prescribed by the Gaming Authority, at a redemption price equal to:
(1) the lesser of:
(a) the Person's cost, plus accrued and unpaid interest, if any, to the earlier of the Redemption Date or the date of the finding of unsuitability or failure to comply; and
(b) 100% of the principal amount thereof, plus accrued and unpaid interest to the earlier of the Redemption Date and the date of the finding of unsuitability; or
(2) such lesser other amount as may be required by applicable Gaming Laws or by order of any Gaming Authority. The Company shall notify the Trustee in writing of any such Disqualified Holder status or redemption as soon as practicable. The Company shall not be responsible for any costs or expenses any such holder Holder or beneficial owner may incur in connection with its application for a license, qualification or a finding of suitability. Notwithstanding any other provision of this Indenture, immediately upon the imposition of a requirement to dispose of Notes by a Gaming Authority, such Person shall, to the extent required by applicable Gaming Laws, have no further right (i) to exercise, directly or indirectly, through any trustee, nominee or any other person or entity, any right conferred by the Notes or (ii) to receive any interest, dividends or any other distributions or payments with respect to the Notes or any remuneration in any form with respect to the Notes from the Company or the Trustee, except the redemption price.
Appears in 1 contract
Samples: Indenture (MGM Mirage)
Mandatory Disposition of Notes Pursuant to Gaming Laws. Each holder and beneficial owner, by accepting or otherwise acquiring an interest in the Notes, shall be deemed to have agreed that if the Gaming Authority of any jurisdiction in which the Company or any of its Subsidiaries conducts or proposes to conduct gaming requires that a Person who is a holder or beneficial owner must be licensed, qualified or found suitable under the applicable Gaming Laws, such holder or beneficial owner shall apply for a license, qualification or a finding of suitability within the required time period. If such Person fails to apply or become licensed or qualified or is found unsuitable (a "Disqualified Holder"), then the Company shall have the right, at its option, notwithstanding any other provision of this Indenture:
(i) to require such Person to dispose of its Notes or beneficial interest therein within 30 days of receipt of notice of the Company's election or such earlier date as may be requested or prescribed by such Gaming Authority; or
(ii) to redeem such Notes, which Redemption Date may be less than 30 days following the notice of redemption if so requested or prescribed by the Gaming Authority, at a redemption price equal to:
(1) the lesser of:
(a) the Person's cost, plus accrued and unpaid interest, if any, to the earlier of the Redemption Date redemption date or the date of the finding of unsuitability or failure to comply; and
(b) 100% of the principal amount thereof, plus accrued and unpaid interest to the earlier of the Redemption Date redemption date and the date of the finding of unsuitability; or
(2) such lesser amount as may be required by applicable Gaming Laws or by order of any Gaming Authority. The Company shall notify the Trustee in writing of any such Disqualified Holder status or redemption as soon as practicable. The Company shall not be responsible for any costs or expenses any such holder or beneficial owner may incur in connection with its application for a license, qualification or a finding of suitability. Notwithstanding any other provision of this Indenture, immediately upon the imposition of a requirement to dispose of Notes by a Gaming Authority, such Person shall, to the extent required by applicable Gaming Laws, have no further right (i) to exercise, directly or indirectly, through any trustee, nominee or any other person or entity, any right conferred by the Notes or (ii) to receive any interest, dividends or any other distributions or payments with respect to the Notes or any remuneration in any form with respect to the Notes from the Company or the Trustee, except the redemption price.
Appears in 1 contract
Samples: Indenture (MGM Grand Inc)
Mandatory Disposition of Notes Pursuant to Gaming Laws. Each holder Holder and beneficial owner, by accepting or otherwise acquiring an interest in the Notes, shall be deemed to have agreed that if the Gaming Authority of any jurisdiction in which the Company or any of its Subsidiaries conducts or proposes to conduct gaming activities requires that a Person who is a holder Holder or beneficial owner must be licensed, qualified or found suitable under the applicable Gaming Laws, such holder Holder or beneficial owner owner, as the case may be, shall apply for a license, qualification or a finding of suitability within the required time periodperiod in accordance with such Gaming Laws. If such Person fails to apply or become licensed or qualified or is found unsuitable (a "“Disqualified Holder"”), then the Company shall have the right, at its option, notwithstanding any other provision of this Ninth Supplemental Indenture:
(i) to require such Person to dispose of its Notes or beneficial interest therein within 30 calendar days of receipt of notice of the Company's ’s election or such earlier date as may be requested or prescribed by such Gaming Authority; or
(ii) to redeem such Notes, which Redemption Date may be less than 30 calendar days following the notice of redemption if so requested or prescribed by the Gaming Authority, at a redemption price equal to:
(1) the lesser of:
(a) the Person's ’s cost, plus accrued and unpaid interest, if any, to the earlier of the Redemption Date or the date of the finding of unsuitability or failure to comply; and
(b) 100% of the principal amount thereof, plus accrued and unpaid interest interest, if any, to the earlier of the Redemption Date and or the date of the finding of unsuitabilityunsuitability or failure to comply; or
(2) such lesser other amount as may be required by applicable Gaming Laws or by order of any Gaming Authority. The Company shall notify the Trustee in writing of any such Disqualified Holder status or redemption as soon as practicable. The Company shall not be responsible for any costs or expenses any such holder Holder or beneficial owner may incur in connection with its application for a license, qualification or a finding of suitability. Notwithstanding any other provision of this Ninth Supplemental Indenture, immediately upon the imposition of a requirement to dispose of Notes by a Gaming Authority, such Person shall, to the extent required by applicable Gaming Laws, have no further right (i) to exercise, directly or indirectly, through any trustee, nominee or any other person or entity, any right conferred by the such Notes or (ii) to receive any interest, dividends or any other distributions or payments with respect to the such Notes or any remuneration in any form with respect to the such Notes from the Company or the Trustee, except the redemption price.
Appears in 1 contract
Samples: Ninth Supplemental Indenture (MGM Resorts International)
Mandatory Disposition of Notes Pursuant to Gaming Laws. Each holder and beneficial owner, by accepting or otherwise acquiring an interest in the Notes, shall be deemed to have agreed that if the Gaming Authority of any jurisdiction in which the Company or any of its Subsidiaries conducts or proposes to conduct gaming requires that a Person who is a holder or beneficial owner must be licensed, qualified or found suitable under the applicable Gaming Laws, such holder or beneficial owner shall apply for a license, qualification or a finding of suitability within the required time period. If such Person fails to apply or become licensed or qualified or is found unsuitable (a "Disqualified Holder"), then the Company shall have the right, at its option, notwithstanding any other provision of this Indenture:
(i) to require such Person to dispose of its Notes or beneficial interest therein within 30 days of receipt of notice of the Company's election or such earlier date as may be requested or prescribed by such Gaming Authority; or
(ii) to redeem such Notes, which Redemption Date may be less than 30 days following the notice of redemption if so requested or prescribed by the Gaming Authority, at a redemption price equal to:
(1) the lesser of:
(a) the Person's cost, plus accrued and unpaid interest, if any, to the earlier of the Redemption Date or the date of the finding of unsuitability or failure to comply; and
(b) 100% of the principal amount thereof, plus accrued and unpaid interest to the earlier of the Redemption Date and the date of the finding of unsuitability; or
(2) such lesser other amount as may be required by applicable Gaming Laws or by order of any Gaming Authority. The Company shall notify the Trustee in writing of any such Disqualified Holder status or redemption as soon as practicable. The Company shall not be responsible for any costs or expenses any such holder or beneficial owner may incur in connection with its application for a license, qualification or a finding of suitability. Notwithstanding any other provision of this Indenture, immediately upon the imposition of a requirement to dispose of Notes by a Gaming Authority, such Person shall, to the extent required by applicable Gaming Laws, have no further right (i) to exercise, directly or indirectly, through any trustee, nominee or any other person or entity, any right conferred by the Notes or (ii) to receive any interest, dividends or any other distributions or payments with respect to the Notes or any remuneration in any form with respect to the Notes from the Company or the Trustee, except the redemption price.
Appears in 1 contract
Samples: Indenture (MGM Mirage)
Mandatory Disposition of Notes Pursuant to Gaming Laws. Each holder Holder and beneficial owner, by accepting or otherwise acquiring an interest in the Notes, shall be deemed to have agreed that if the Gaming Authority of any jurisdiction in which the Company or any of its Subsidiaries conducts or proposes to conduct gaming activities requires that a Person who is a holder Holder or beneficial owner must of Notes be licensed, qualified or found suitable under the applicable Gaming Laws, such holder Holder or beneficial owner owner, as the case may be, shall apply for a license, qualification or a finding of suitability within the required time periodperiod in accordance with such Gaming Laws. If such Person fails to apply or become licensed or qualified or is found unsuitable unsuitable
(a "“ Disqualified Holder"”), then the Company shall have the right, at its option, notwithstanding any other provision of this Second Supplemental Indenture:
(i) to require such Person to dispose of its Notes or beneficial interest therein within 30 calendar days of receipt of notice of the Company's ’s election or such earlier date as may be requested or prescribed by such Gaming Authority; or
(ii) to redeem such Notes, which Redemption Date may be less than 30 calendar days following the notice of redemption if so requested or prescribed by the Gaming Authority, at a redemption price equal to:
(1) the lesser of:
(a) the Person's ’s cost, plus accrued and unpaid interest, if any, to the earlier of the Redemption Date or the date of the finding of unsuitability or failure to comply; and
(b) 100% of the principal amount thereof, plus accrued and unpaid interest interest, if any, to the earlier of the Redemption Date and or the date of the finding of unsuitabilityunsuitability or failure to comply; or
(2) such lesser other amount as may be required by applicable Gaming Laws or by order of any Gaming Authority. The Company shall notify the Trustee in writing of any such Disqualified Holder status or redemption as soon as practicable. The Company shall not be responsible for any costs or expenses any such holder Holder or beneficial owner may incur in connection with its application for a license, qualification or a finding of suitability. Notwithstanding any other provision of this Second Supplemental Indenture, immediately upon the imposition of a requirement to dispose of Notes by a Gaming Authority, such Person shall, to the extent required by applicable Gaming Laws, have no further right (i) to exercise, directly or indirectly, through any trustee, nominee or any other person or entity, any right conferred by the such Notes or (ii) to receive any interest, dividends or any other distributions or payments with respect to the such Notes or any remuneration in any form with respect to the such Notes from the Company or the Trustee, except the redemption price.
Appears in 1 contract
Samples: Second Supplemental Indenture (MGM Resorts International)
Mandatory Disposition of Notes Pursuant to Gaming Laws. Each holder Holder and beneficial owner, by accepting or otherwise acquiring an interest in the Notes, shall be deemed to have agreed that if the Gaming Authority of any jurisdiction in which the Company or any of its Subsidiaries conducts or proposes to conduct gaming activities requires that a Person who is a holder Holder or beneficial owner must be licensed, qualified or found suitable under the applicable Gaming Laws, such holder Holder or beneficial owner owner, as the case may be, shall apply for a license, qualification or a finding of suitability within the required time periodperiod in accordance with such Gaming Laws. If such Person fails to apply or become licensed or qualified or is found unsuitable (a "“Disqualified Holder"”), then the Company shall have the right, at its option, notwithstanding any other provision of this Second Supplemental Indenture:
(i) to require such Person to dispose of its Notes or beneficial interest therein within 30 calendar days of receipt of notice of the Company's ’s election or such earlier date as may be requested or prescribed by such Gaming Authority; or
(ii) to redeem such Notes, which Redemption Date may be less than 30 calendar days following the notice of redemption if so requested or prescribed by the Gaming Authority, at a redemption price equal to:
(1) the lesser of:
(a) the Person's ’s cost, plus accrued and unpaid interest, if any, to the earlier of the Redemption Date or the date of the finding of unsuitability or failure to comply; and
(b) 100% of the principal amount thereof, plus accrued and unpaid interest to the earlier of the Redemption Date and or the date of the finding of unsuitabilityunsuitability or failure to comply; or
(2) such lesser other amount as may be required by applicable Gaming Laws or by order of any Gaming Authority. The Company shall notify the Trustee in writing of any such Disqualified Holder status or redemption as soon as practicable. The Company shall not be responsible for any costs or expenses any such holder Holder or beneficial owner may incur in connection with its application for a license, qualification or a finding of suitability. Notwithstanding any other provision of this Second Supplemental Indenture, immediately upon the imposition of a requirement to dispose of Notes by a Gaming Authority, such Person shall, to the extent required by applicable Gaming Laws, have no further right (i) to exercise, directly or indirectly, through any trustee, nominee or any other person or entity, any right conferred by the such Notes or (ii) to receive any interest, dividends or any other distributions or payments with respect to the such Notes or any remuneration in any form with respect to the such Notes from the Company or the Trustee, except the redemption price.
Appears in 1 contract
Samples: Second Supplemental Indenture (MGM Resorts International)
Mandatory Disposition of Notes Pursuant to Gaming Laws. Each holder and Person who acquires, directly or indirectly, beneficial ownerownership of any of the Notes may be required to be found suitable, qualified or licensed by accepting or otherwise acquiring an interest in the Notes, shall be deemed to have agreed that if the a Gaming Authority. If any Gaming Authority of any jurisdiction in which the Company or any of its Subsidiaries conducts or proposes to conduct gaming requires that a Person who is a holder Holder or beneficial owner must of Notes be licensed, qualified or found suitable under the any applicable Gaming Laws, Law and such holder Holder or beneficial owner shall owner:
(a) fails to apply for a license, qualification or a finding of suitability within 30 days (or such other period as may be required by the required time period. If Gaming Authority) after being requested to do so by the Gaming Authority; or
(b) is denied such Person fails to apply license or become licensed qualification or qualified or is not found unsuitable (a "Disqualified Holder"), then suitable; the Company shall will have the right, at its option, notwithstanding any other provision of this Indentureto:
(i1) to require such Person the Holder or beneficial owner to dispose of its Notes or beneficial interest therein within 30 days of receipt of notice of the Company's election (or such earlier date as may be requested required by the applicable Gaming Authority) following the earlier of:
(a) the termination of the period described clause (a) above for the Holder or beneficial owner to apply for a license, qualification or finding of suitability; or
(b) the time prescribed by such the Gaming Authority; or
(iic) to the date of denial of such license, qualification or finding of suitability; or
(2) redeem such Notes, which Redemption Date may be less than 30 days following the notice Notes of redemption if so requested the Holder or prescribed by the Gaming Authority, beneficial owner at a redemption price equal to:
(1) to the lesser of:
(a) the Person's costprincipal amount of the Notes, plus together with accrued and unpaid interest, if any, to the earlier of the Redemption Date or the applicable date of redemption or such earlier date as is required by the finding of unsuitability or failure to comply; andGaming Authority;
(b) 100% of the principal amount thereofprice at which such Holder or beneficial owner acquired or paid for the Notes, plus together with accrued and unpaid interest interest, if any, to the earlier of the Redemption Date and applicable date of redemption or as is required by the Gaming Authority;
(c) the fair market value of the Notes on the date of denial of the license or finding of unsuitability; or
(2d) such lesser other amount as may be required by applicable Gaming Laws or by order of any such Gaming Authority. The Company shall will notify the Trustee and Agent in writing of any such Disqualified Holder status or redemption as soon as practicable. The Company shall not be responsible for any costs or expenses any such holder Holder or beneficial owner may incur in connection with its application that is required to apply for a license, qualification or a finding of suitability must pay all fees and costs of applying for and obtaining the license, qualification or finding of suitability and of any investigation by the applicable Gaming Authorities. The Company will not be required to pay or reimburse any Holder or beneficial owner of the Notes who is required to apply for such license, qualification or finding of suitability. Notwithstanding any other provision Those expenses will be the obligation of this Indenture, immediately such Holder or beneficial owner of the Notes. Immediately upon the imposition of a requirement to dispose of Notes determination by a Gaming AuthorityAuthority that a Holder or beneficial owner of the Notes is required to be licensed, such Person shallqualified or found suitable and will not be so licensed, qualified or found suitable, the Holder or beneficial owner will, to the extent required by applicable Gaming Lawslaw, have no further right to:
(i1) to beneficial or record ownership of the Notes beyond the time prescribed by the Gaming Authority;
(2) exercise, directly or indirectly, through any trustee, trustee or nominee or any other person or entity, any right conferred by the Notes or Notes;
(ii3) to receive any interest, dividends interest or any other distributions or payments with respect to the Notes or any remuneration in any form with respect to the Notes from the Company or the TrusteeNotes, except the redemption priceprice of the Notes; or
(4) hold the Notes without any restrictions which may be imposed by any Gaming Authority.
Appears in 1 contract
Samples: Indenture (Churchill Downs Inc)
Mandatory Disposition of Notes Pursuant to Gaming Laws. Each holder Holder and beneficial owner, by accepting or otherwise acquiring an interest in the Notes, shall be deemed to have agreed that if the Gaming Authority of any jurisdiction in which the Company or any of its Subsidiaries conducts or proposes to conduct gaming activities requires that a Person who is a holder Holder or beneficial owner must be licensed, qualified or found suitable under the applicable Gaming Laws, such holder Holder or beneficial owner owner, as the case may be, shall apply for a license, qualification or a finding of suitability within the required time periodperiod in accordance with such Gaming Laws. If such Person fails to apply or become licensed or qualified or is found unsuitable (a "“Disqualified Holder"”), then the Company shall have the right, at its option, notwithstanding any other provision of this Seventh Supplemental Indenture:
(i) to require such Person to dispose of its Notes or beneficial interest therein within 30 calendar days of receipt of notice of the Company's ’s election or such earlier date as may be requested or prescribed by such Gaming Authority; or
(ii) to redeem such Notes, which Redemption Date may be less than 30 calendar days following the notice of redemption if so requested or prescribed by the Gaming Authority, at a redemption price equal to:
(1) the lesser of:
(a) the Person's ’s cost, plus accrued and unpaid interest, if any, to the earlier of the Redemption Date or the date of the finding of unsuitability or failure to comply; and
(b) 100% of the principal amount thereof, plus accrued and unpaid interest interest, if any, to the earlier of the Redemption Date and or the date of the finding of unsuitabilityunsuitability or failure to comply; or
(2) such lesser other amount as may be required by applicable Gaming Laws or by order of any Gaming Authority. The Company shall notify the Trustee in writing of any such Disqualified Holder status or redemption as soon as practicable. The Company shall not be responsible for any costs or expenses any such holder Holder or beneficial owner may incur in connection with its application for a license, qualification or a finding of suitability. Notwithstanding any other provision of this Seventh Supplemental Indenture, immediately upon the imposition of a requirement to dispose of Notes by a Gaming Authority, such Person shall, to the extent required by applicable Gaming Laws, have no further right (i) to exercise, directly or indirectly, through any trustee, nominee or any other person or entity, any right conferred by the such Notes or (ii) to receive any interest, dividends or any other distributions or payments with respect to the such Notes or any remuneration in any form with respect to the such Notes from the Company or the Trustee, except the redemption price.
Appears in 1 contract
Samples: Seventh Supplemental Indenture (MGM Resorts International)
Mandatory Disposition of Notes Pursuant to Gaming Laws. Each holder Holder and beneficial owner, by accepting or otherwise acquiring an interest in the Notes, shall be deemed to have agreed that if the Gaming Authority of any jurisdiction in which the Company or any of its Subsidiaries conducts or proposes to conduct gaming activities requires that a Person who is a holder Holder or beneficial owner must be licensed, qualified or found suitable under the applicable Gaming Laws, such holder Holder or beneficial owner owner, as the case may be, shall apply for a license, qualification or a finding of suitability within the required time periodperiod in accordance with such Gaming Laws. If such Person fails to apply or become licensed or qualified or is found unsuitable (a "“Disqualified Holder"”), then the Company shall have the right, at its option, notwithstanding any other provision of this Fourth Supplemental Indenture:
(i) to require such Person to dispose of its Notes or beneficial interest therein within 30 calendar days of receipt of notice of the Company's ’s election or such earlier date as may be requested or prescribed by such Gaming Authority; or
(ii) to redeem such Notes, which Redemption Date may be less than 30 calendar days following the notice of redemption if so requested or prescribed by the Gaming Authority, at a redemption price equal to:
(1) the lesser of:
(a) the Person's ’s cost, plus accrued and unpaid interest, if any, to the earlier of the Redemption Date or the date of the finding of unsuitability or failure to comply; and
(b) 100% of the principal amount thereof, plus accrued and unpaid interest to the earlier of the Redemption Date and or the date of the finding of unsuitabilityunsuitability or failure to comply; or
(2) such lesser other amount as may be required by applicable Gaming Laws or by order of any Gaming Authority. The Company shall notify the Trustee in writing of any such Disqualified Holder status or redemption as soon as practicable. The Company shall not be responsible for any costs or expenses any such holder Holder or beneficial owner may incur in connection with its application for a license, qualification or a finding of suitability. Notwithstanding any other provision of this Fourth Supplemental Indenture, immediately upon the imposition of a requirement to dispose of Notes by a Gaming Authority, such Person shall, to the extent required by applicable Gaming Laws, have no further right (i) to exercise, directly or indirectly, through any trustee, nominee or any other person or entity, any right conferred by the such Notes or (ii) to receive any interest, dividends or any other distributions or payments with respect to the such Notes or any remuneration in any form with respect to the such Notes from the Company or the Trustee, except the redemption price.
Appears in 1 contract
Samples: Fourth Supplemental Indenture (MGM Resorts International)