Mandatory Disposition Pursuant to Gaming Laws. (a) Notwithstanding any other provision of this Article 3, if any Gaming Authority requires that a Holder or Beneficial Owner of Notes be licensed, qualified or found suitable under any applicable Gaming Law and such Holder or Beneficial Owner: (1) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority; or (2) is denied such license or qualification or not found suitable; The Company shall then have the right, at its option: (1) to require each such Holder or Beneficial Owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of the occurrence of the event described in clause (1) or (2) above, or (2) to redeem the Notes of each such Holder or Beneficial Owner, in accordance with Rule 14e-1 of the Exchange Act, if applicable, at a redemption price equal to the lowest of: (a) the principal amount thereof, together with accrued and unpaid interest and Special Interest, if any, to the earlier of the date of redemption, the date 30 days after such Holder or Beneficial Owner is required to apply for a license, qualification or finding of suitability (or such shorter period that may be required by any applicable Gaming Authority) if such Holder or Beneficial Owner fails to do so (“Application Date”) or of the date of denial of license or qualification or of the finding of unsuitability by such Gaming Authority; (b) the price at which such Holder or Beneficial Owner acquired the Notes, together with accrued and unpaid interest and Special Interest, if any, to the earlier of the date of redemption, the Application Date or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority; and (c) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or Beneficial Owner of the Notes will not be licensed, qualified or found suitable and must dispose of the Notes, the Holder or Beneficial Owner will, to the extent required by applicable Gaming Laws, have no further right: (1) to exercise, directly or indirectly, through any trustee or nominee or any other person or entity, any right conferred by the Notes, the Note Guarantee or this Indenture; or (2) to receive any interest, Special Interest, dividends, economic interests or any other distributions or payments with respect to the Notes and the Note Guarantee or any remuneration in any form with respect to the Notes and the Note Guarantee from the Company, any Note Guarantor or the Trustee, except the redemption price referred to above. (b) The Company shall notify the Trustee in writing of any such request, denial or other determination by a Gaming Authority and of any such redemption as soon as practicable. Any Holder or Beneficial Owner that is required to apply for a license, qualification or a finding of suitability will be responsible for 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 and the Company and any Note Guarantor will not reimburse any Holder or Beneficial Owner for such expense. (c) In connection with any redemption pursuant to this Section 3.09, and except as may be required by a Gaming Authority, the Company shall be required to comply with Sections 3.01 through 3.06 hereof.
Appears in 1 contract
Mandatory Disposition Pursuant to Gaming Laws. (a) Notwithstanding any other provision of this Article 3, if If any Gaming Authority requires that a Holder of Notes or Beneficial Owner of Notes must be licensed, qualified or found suitable or exempt from licensure under any applicable Gaming Law and Law, such Holder or Beneficial Owner:
(1) fails to Owner shall apply for an exemption from licensure, a license, qualification or a finding of suitability within 30 days (or such shorter period earlier date as may be required ordered by the applicable such Gaming Authority) after being requested to do so by the Gaming Authority; or
(2) . If, by such date, such Holder or Beneficial Owner so fails to apply or the Company or such Holder or Beneficial Owner receives notice of a finding by the applicable Gaming Authority that such Holder or Beneficial Owner is denied such license not or qualification will not be licensed, qualified or not found suitable; The suitable or exempt from licensure, the Company shall then have the right, at its the Company’s option:
(1b) to require each such Holder or Beneficial Owner to dispose of its such Holder’s or Beneficial Owner’s Notes within 30 days (or such earlier date as may be required ordered by such Gaming Authority) of (i) such failure to apply or (2) receipt of notice by the Company or such Holder or Beneficial Owner of a finding by the applicable Gaming Authority) of the occurrence of the event described in clause (1) or (2) above, or
(2) to redeem the Notes of each such Holder or Beneficial Owner, in accordance with Rule 14e-1 of the Exchange Act, if applicable, at a redemption price equal to the lowest of:
(a) the principal amount thereof, together with accrued and unpaid interest and Special Interest, if any, to the earlier of the date of redemption, the date 30 days after Authority that such Holder or Beneficial Owner is required not or will not be licensed, qualified or found suitable or exempt from licensure; or
(c) to apply call for the redemption (a license, qualification or finding “Regulatory Redemption”) of suitability (or such shorter period that may be required by any applicable Gaming Authority) if the Notes of such Holder or Beneficial Owner fails to do so (“Application Date”) or of at the date of denial of license or qualification or of the finding of unsuitability principal amount thereof or, if required by such Gaming Authority;, the lesser of:
(bA) the price at which such Holder or Beneficial Owner acquired the Notes; and
(B) the Fair Market Value of such Notes on the date of redemption, together with with, in either case, accrued and unpaid interest and and, if permitted by such Gaming Authority, Special Interest, if any, to the earlier of the date of redemption, the Application Date redemption or the such earlier date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority; and
(c) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a such Gaming Authority or the date such Gaming Authority determines that a the Holder or Beneficial Owner of the Notes is not or will not be licensed, qualified or found suitable and must dispose or exempt from licensure, which may be less than 30 days following the notice of the Notesredemption, the Holder or Beneficial Owner will, to the extent required if so ordered by applicable such Gaming Laws, have no further right:
(1) to exercise, directly or indirectly, through any trustee or nominee or any other person or entity, any right conferred by the Notes, the Note Guarantee or this Indenture; or
(2) to receive any interest, Special Interest, dividends, economic interests or any other distributions or payments with respect to the Notes and the Note Guarantee or any remuneration in any form with respect to the Notes and the Note Guarantee from the Company, any Note Guarantor or the Trustee, except the redemption price referred to aboveAuthority.
(bd) The Company shall notify the Trustee in writing of any such request, denial or other determination by a Gaming Authority and of any such redemption as soon as practicable. Any practicable and the redemption price of each Note to be redeemed.
(e) The Holder of Notes or Beneficial Owner that is required to apply applying for a license, qualification or a finding of suitability or exemption from licensure will be responsible for pay all fees and costs of applying the licensure and investigation for and obtaining such qualification or finding of suitability. Neither the Company nor the Trustee is required to pay or reimburse any Holder of the Notes or Beneficial Owner who is required to apply for such license, qualification or finding of suitability or exemption from licensure for the costs of the licensure and investigation for such qualification or finding of any investigation by suitability. Such expense will, therefore, be the applicable Gaming Authorities and the Company and any Note Guarantor will not reimburse any obligation of such Holder or Beneficial Owner for such expenseOwner.
(c) In connection with any redemption pursuant to this Section 3.09, and except as may be required by a Gaming Authority, the Company shall be required to comply with Sections 3.01 through 3.06 hereof.
Appears in 1 contract
Mandatory Disposition Pursuant to Gaming Laws. (a) Notwithstanding any other provision of this Article 3, if If any Gaming Authority requires that a Holder or Beneficial Owner of Notes be licensed, qualified or found suitable under any applicable Gaming Law and such Holder or Beneficial Owner:
(1a) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority; or
(2b) is denied such license or qualification or not found suitable; The Company shall then have the right, at its option:
(1A) to require each such Holder or Beneficial Owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of the occurrence of the event described in clause (1a) or (2b) above, or
(2B) to redeem the Notes of each such Holder or Beneficial Owner, in accordance with Rule 14e-1 of the Exchange Act, if applicable, at a redemption price equal to the lowest of:
(ai) the principal amount thereof, together with accrued and unpaid interest and Special Interest, if any, to the earlier of the date of redemption, the date 30 days after such Holder or Beneficial Owner is required to apply for a license, qualification or finding of suitability (or such shorter period that may be required by any applicable Gaming Authority) if such Holder or Beneficial Owner fails to do so (“Application Date”) or of the date of denial of license or qualification or of the finding of unsuitability by such Gaming Authority;
(bii) the price at which such Holder or Beneficial Owner acquired the Notes, together with accrued and unpaid interest and Special Interest, if any, to the earlier of the date of redemption, the Application Date or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority; and
(ciii) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or Beneficial Owner of the Notes will not be licensed, qualified or found suitable and must dispose of the Notes, the Holder or Beneficial Owner will, to the extent required by applicable Gaming Laws, have no further right:
(1a) to exercise, directly or indirectly, through any trustee or nominee or any other person or entity, any right conferred by the Notes, the Note Guarantee or this the Indenture; or
(2b) to receive any interest, Special Interest, dividends, economic interests or any other distributions or payments with respect to the Notes and the Note Guarantee or any remuneration in any form with respect to the Notes and the Note Guarantee from the Company, any Note Guarantor or the Trustee, except the redemption price referred to above.
(b) . The Company shall notify the Trustee in writing of any such request, denial or other determination by a Gaming Authority and of any such redemption as soon as practicable. Any Holder or Beneficial Owner that is required to apply for a license, qualification or a finding of suitability will be responsible for 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 and the Company and any Note Guarantor will not reimburse any Holder or Beneficial Owner for such expense.
(c) In connection with any redemption pursuant to this Section 3.09, and except as may be required by a Gaming Authority, the Company shall be required to comply with Sections 3.01 through 3.06 hereof.
Appears in 1 contract
Mandatory Disposition Pursuant to Gaming Laws. (a) Notwithstanding any other provision provisions of this Article 3, each Holder, by accepting a Note, shall be deemed to have agreed that if any Gaming Authority requires that determines, and a Holder or Beneficial Owner of the Notes is notified, that (i) such Holder or Beneficial Owner must obtain a license, qualification or finding of suitability under any applicable Gaming Law and the Holder or Beneficial Owner does not apply for that license, qualification or finding of suitability within 30 days, or any shorter period as may be required by such Gaming Authority, or (ii) such Holder or Beneficial Owner will not be licensed, qualified or found suitable under any applicable Gaming Law and Law, or any license, qualification or finding of suitability is not renewed upon its expiration or is revoked, or (iii) such Holder or Beneficial Owner:
(1) fails Owner has been found to apply be unsuitable for a licenselicensing, qualification or a finding of suitability within 30 days (or such shorter period as may be required by then the applicable Gaming Authority) after being requested to do so by the Gaming Authority; or
(2) is denied such license or qualification or not found suitable; The Company shall then have the right, at its option:
, may (1A) to require each such Holder or Beneficial Owner to dispose of its such Holder's or Beneficial Owner's Notes within 30 days (days, or such any earlier date as may be required by the applicable Gaming Authority) , of the occurrence of the event described in clause (1) the termination of the 30-day period or (2) any shorter period as may be required by a Gaming Authority, in each case as described above, or
(2) to redeem for the Notes of each such Holder or Beneficial Owner, in accordance with Rule 14e-1 of the Exchange Act, if applicable, at a redemption price equal to the lowest of:
(a) the principal amount thereof, together with accrued and unpaid interest and Special Interest, if any, to the earlier of the date of redemption, the date 30 days after such Holder or Beneficial Owner is required to apply for a license, qualification or finding of suitability or (2) the receipt of the notice from the Gaming Authority that the Holder or such shorter period that may Beneficial Owner shall not be required by any applicable Gaming Authoritylicensed, qualified or found suitable, or (B) if subject to the second sentence of Section 13.01 hereof, redeem the Notes of such Holder or Beneficial Owner fails at a price equal to do so the least of (“Application Date”1) or 100% of the date of denial of license or qualification or of the finding of unsuitability by such Gaming Authority;
principal amount thereof, (b2) the price at which such Holder or Beneficial Owner acquired the Notes and (3) the fair market value of the Notes, together with with, in each case, to the extent permitted by the Compact, accrued and unpaid interest and Special InterestLiquidated Damages, if any, thereon to the earlier of the date of redemption, redemption or such earlier date as may be required by the Application Date Gaming Authority or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority; and
(c) such other lesser amount as , which may be required less than 30 days following the notice of redemption, if so ordered by any such Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or Beneficial Owner of the Notes will not be licensed, qualified or found suitable and must dispose of the Notes, the Holder or Beneficial Owner will, to the extent required by applicable Gaming Laws, have no further right:
(1) to exercise, directly or indirectly, through any trustee or nominee or any other person or entity, any right conferred by the Notes, the Note Guarantee or this Indenture; or
(2) to receive any interest, Special Interest, dividends, economic interests or any other distributions or payments with respect to the Notes and the Note Guarantee or any remuneration in any form with respect to the Notes and the Note Guarantee from the Company, any Note Guarantor or the Trustee, except the redemption price referred to above.
(b) The Company shall notify the Trustee in writing of any such request, denial or other determination by a Gaming Authority and of any such redemption as soon as practicable. Any Holder or Beneficial Owner that is required to apply for a license, qualification or a finding of suitability will be responsible for 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 and the Company and any Note Guarantor will not reimburse any Holder or Beneficial Owner for such expense.
(c) In connection with any redemption pursuant to this Section 3.09, and except as may be required by a Gaming Authority, the Company shall be required to comply with Sections 3.01 through 3.06 hereof.
Appears in 1 contract
Samples: Indenture (Chukchansi Economic Development Authority)
Mandatory Disposition Pursuant to Gaming Laws. (a) Notwithstanding any other provision of this Article 3, if If any Gaming Authority requires that a Holder or Beneficial Owner of [2022][2024] Notes be licensed, qualified or found suitable under any applicable Gaming Law and such Holder or Beneficial Owner:
(1a) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority; or
(2b) is denied such license or qualification or not found suitable; The Company shall then have the right, at its option:
(1A) to require each such Holder or Beneficial Owner to dispose of its [2022][2024] Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of the occurrence of the event described in clause (1a) or (2b) above, or
(2B) to redeem the [2022][2024] Notes of each such Holder or Beneficial Owner, in accordance with Rule 14e-1 of the Exchange Act, if applicable, at a redemption price equal to the lowest of:
(ai) the principal amount thereof, together with accrued and unpaid interest and Special Interest, if any, to the earlier of the date of redemption, the date 30 days after such Holder or Beneficial Owner is required to apply for a license, qualification or finding of suitability (or such shorter period that may be required by any applicable Gaming Authority) if such Holder or Beneficial Owner fails to do so (“Application Date”) or of the date of denial of license or qualification or of the finding of unsuitability by such Gaming Authority;
(bii) the price at which such Holder or Beneficial Owner acquired the [2022][2024] Notes, together with accrued and unpaid interest and Special Interest, if any, to the earlier of the date of redemption, the Application Date or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority; and
(ciii) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or Beneficial Owner of the [2022][2024] Notes will not be licensed, qualified or found suitable and must dispose of the [2022][2024] Notes, the Holder or Beneficial Owner will, to the extent required by applicable Gaming Laws, have no further right:
(1a) to exercise, directly or indirectly, through any trustee or nominee or any other person or entity, any right conferred by the [2022][2024] Notes, the Note Guarantee or this the Indenture; or
(2b) to receive any interest, Special Interest, dividends, economic interests or any other distributions or payments with respect to the [2022][2024] Notes and the Note Guarantee or any remuneration in any form with respect to the [2022][2024] Notes and the Note Guarantee from the Company, any Note Guarantor or the Trustee, except the redemption price referred to above.
(b) . The Company shall notify the Trustee in writing of any such request, denial or other determination by a Gaming Authority and of any such redemption as soon as practicable. Any Holder or Beneficial Owner that is required to apply for a license, qualification or a finding of suitability will be responsible for 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 and the Company and any Note Guarantor will not reimburse any Holder or Beneficial Owner for such expense.
(c) In connection with any redemption pursuant to this Section 3.09, and except as may be required by a Gaming Authority, the Company shall be required to comply with Sections 3.01 through 3.06 hereof.
Appears in 1 contract
Mandatory Disposition Pursuant to Gaming Laws. (a) Notwithstanding any other provision of this Article 3, if If any Gaming Authority requires that a Holder or Beneficial Owner of Notes be licensed, qualified or found suitable under any applicable Gaming Law and such Holder or Beneficial Owner:
owner (1i) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter other period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority; or
or (2ii) is denied such license or qualification or not found suitable; The Company shall then the Issuers will have the right, at its their option, to:
(1) to require each such the Holder or Beneficial Owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of following the occurrence of the event described in clause (1) or (2) above, or
(2) to redeem the Notes of each such Holder or Beneficial Owner, in accordance with Rule 14e-1 of the Exchange Act, if applicable, at a redemption price equal to the lowest earlier of:
(a) the termination of the period described above for the Holder or Beneficial Owner to apply for a license, qualification or finding of suitability; or
(b) the date of denial of such license, qualification or finding of suitability; or
(2) redeem the Notes of the Holder or Beneficial Owner at a redemption price equal to:
(a) the price determined by the Gaming Authority; or
(b) if the Gaming Authority does not determine a price, the least of:
(A) the principal amount thereofof the Notes, together with accrued and unpaid interest and Special InterestLiquidated Damages, if any, to the earlier of the date of redemption, the redemption or such earlier date 30 days after such Holder or Beneficial Owner as is required to apply for a license, qualification or finding of suitability (or such shorter period that may be required by any applicable Gaming Authority) if such Holder or Beneficial Owner fails to do so (“Application Date”) or of the date of denial of license or qualification or of the finding of unsuitability by such Gaming Authority;
(bB) the price at which such Holder or Beneficial Owner acquired or paid for the Notes, together with accrued and unpaid interest and Special InterestLiquidated Damages, if any, to the earlier of the date of redemption, redemption or as is required by the Application Date or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority; and
(cC) such other lesser amount as may be required by any Gaming Authority. the Fair Market Value of the Notes on the date of redemption.
(b) Immediately upon a determination by a Gaming Authority that a Holder or Beneficial Owner of the Notes will not be licensed, qualified or found suitable and must dispose of the Notessuitable, the Holder or Beneficial Owner will, to the extent required by applicable Gaming Lawslaw, have no further right:
right to (1i) to exercise, directly or indirectly, through any trustee or nominee or any other person Person or entity, any right conferred by the Notes, the Note Guarantee or this Indenture; or
(2ii) to receive any interest, Special Interest, dividends, economic interests interest or any other distributions or payments with respect to the Notes and the Note Guarantee or any remuneration in any form with respect to the Notes and the Note Guarantee from the Company, any Note Guarantor or the TrusteeNotes, except the redemption price referred to aboveof the Notes.
(bc) The Company shall Issuers will notify the Trustee in writing of any such request, denial or other determination by a Gaming Authority and of any such redemption pursuant to this Section 3.09 as soon as is practicable. Any Holder or Beneficial Owner of Notes that is required to apply for a license, qualification or a finding of suitability will be responsible for 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 and the Company and any Note Guarantor Authorities. The Issuers will not required to pay or reimburse any Holder or Beneficial Owner for such expense.
(c) In connection with any redemption pursuant to this Section 3.09, and except as may be required by a Gaming Authority, the Company shall be of Notes who is required to comply with Sections 3.01 through 3.06 hereofapply for any such license, qualification or finding of suitability. Those expenses will the be the obligation of such Holder or Beneficial Owner of the Notes.
Appears in 1 contract
Mandatory Disposition Pursuant to Gaming Laws. (a) Notwithstanding any other provision of this Article 3, if any If the Gaming Authority of any jurisdiction in which the Issuers or any of their subsidiaries do business, now or in the future, requires that a Person who is a Holder or the Beneficial Owner of Notes be licensed, qualified or found suitable under any applicable Gaming Law Laws and such Holder or Beneficial Owner:
(1) fails to apply for , as the case may be, does not receive a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority; or
(2) is denied such license or qualification or not is found suitable; The Company unsuitable, the Issuers shall then have the right, at its their option:
(1) , to either require each such Holder or Beneficial Owner Person to dispose of its Notes or beneficial interest therein within 30 days (or such earlier date as may be required by the applicable Gaming Laws or Gaming Authority) of ), or redeem such Notes. If the occurrence of the event described in clause (1) or (2) above, or
(2) Issuers choose to redeem the such Notes, they shall redeem such Notes of each such Holder or Beneficial Owner, in accordance with Rule 14e-1 of the Exchange Act, if applicable, at a redemption price for each $1,000 principal amount of notes equal to the lowest ofto:
(a) the principal amount thereof, together with lesser of
(1) $1,000 plus accrued and unpaid interest and interest, including Special Interest, if any, to a date specified by the earlier of the date of redemption, the date 30 days after such Holder or Beneficial Owner is required to apply for a license, qualification or finding of suitability (or such shorter period that may be required by any applicable Gaming Authority) if such Holder or Beneficial Owner fails to do so (“Application Date”) or of the date of denial of license or qualification or of the finding of unsuitability by such Gaming Authority;Issuers or
(b2) the price at which such Holder or Beneficial Owner acquired the Notes, together with accrued and unpaid interest and interest, including Special Interest, if any, to a date specified by the earlier Issuers; or
(b) such other amount as may be required by applicable law or by order of any applicable Gaming Authority. It is understood and agreed that Nevada Gaming Laws limit the rights of ACEP, the Trustee, the Holders and the beneficial owners of the Notes as follows: (i) failure to file an application and the required deposit, when required to do so by Nevada Gaming Laws or any Gaming Authority, within the time frame prescribed by Nevada Gaming Laws or such Gaming Authority may result in the Person being denied a license or found unsuitable; (ii) any Person denied a license or found unsuitable shall not hold directly or indirectly the beneficial ownership of any voting security, nonvoting security or debt security of a company registered with the Nevada Gaming Commission (such as ACEP) beyond the time prescribed by the Nevada Gaming Commission; (iii) ACEP may be prohibited from paying any person denied a license or found unsuitable any dividend or interest on such security after the date on which ACEP receives notice of redemptionthe finding; (iv) the person denied a license or found unsuitable shall not directly or indirectly continue to hold any voting security, nonvoting security or debt security in ACEP or its subsidiaries beyond the Application Date time prescribed by the Nevada Gaming Commission; and (v) ACEP may be prohibited from paying the person more for its interest than such person paid for such interest or the fair market value of such interest on the date of the denial of such license or qualification or of the finding of unsuitability by such Gaming Authority; and
(c) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or Beneficial Owner of the Notes will not be licensed, qualified or found suitable and must dispose of the Notes, the Holder or Beneficial Owner will, to the extent required by applicable Gaming Laws, have no further right:
(1) to exercise, directly or indirectly, through any trustee or nominee or any other person or entity, any right conferred by the Notes, the Note Guarantee or this Indenture; or
(2) to receive any interest, Special Interest, dividends, economic interests or any other distributions or payments with respect to the Notes and the Note Guarantee or any remuneration in any form with respect to the Notes and the Note Guarantee from the Company, any Note Guarantor or the Trustee, except the redemption price referred to above.
(b) The Company shall notify the Trustee in writing of any such request, denial or other determination by a Gaming Authority and of any such redemption as soon as practicable. Any Holder or Beneficial Owner that is required to apply for a license, qualification or a finding of suitability will be responsible for all fees and costs of applying for and obtaining the license, qualification or finding of suitability and unsuitability. In no event shall the Trustee incur any liability as a result of any investigation by the applicable Person not being licensed or qualified or being found unsuitable under Nevada Gaming Authorities and the Company and any Note Guarantor will not reimburse any Holder or Beneficial Owner for such expenseLaw.
(c) In connection with any redemption pursuant to this Section 3.09, and except as may be required by a Gaming Authority, the Company shall be required to comply with Sections 3.01 through 3.06 hereof.
Appears in 1 contract
Samples: Indenture (American Casino & Entertainment Properties LLC)
Mandatory Disposition Pursuant to Gaming Laws. (a) Notwithstanding any other provision of this Article 3, if any Gaming Authority requires that a Holder or Beneficial Owner of Notes be licensed, qualified or found suitable under any applicable Gaming Law and such Holder or Beneficial Owner:
(1) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority; or
(2) is denied such license or qualification or not found suitable; The Company shall then have the right, at its option:
(1) to require each such Holder or Beneficial Owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of the occurrence of the event described in clause (1) or (2) above, or
(2) to redeem the Notes of each such Holder or Beneficial Owner, in accordance with Rule 14e-1 of the Exchange Act, if applicable, at a redemption price equal to the lowest of:
(a) the principal amount thereof, together with accrued and unpaid interest and Special Interest, if any, to the earlier of the date of redemption, the date 30 days after such Holder or Beneficial Owner is required to apply for a license, qualification or finding of suitability (or such shorter period that may be required by any applicable Gaming Authority) if such Holder or Beneficial Owner fails to do so (“Application Date”) or of the date of denial of license or qualification or of the finding of unsuitability by such Gaming Authority;
(b) the price at which such Holder or Beneficial Owner acquired the Notes, together with accrued and unpaid interest and Special Interest, if any, to the earlier of the date of redemption, the Application Date or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority; and
(c) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or Beneficial Owner of the Notes will not be licensed, qualified or found suitable and must dispose of the Notes, the Holder or Beneficial Owner will, to the extent required by applicable Gaming Laws, have no further right:
(1) to exercise, directly or indirectly, through any trustee or nominee or any other person or entity, any right conferred by the Notes, the Note Guarantee or this Indenture; or
(2) to receive any interest, Special Interest, dividends, economic interests or any other distributions or payments with respect to the Notes and the Note Guarantee or any remuneration in any form with respect to the Notes and the Note Guarantee from the Company, any Note Guarantor or the Trustee, except the redemption price referred to above.
(b) The Company shall notify the Trustee in writing of any such request, denial or other determination by a Gaming Authority and of any such redemption as soon as practicable. Any Holder or Beneficial Owner that is required to apply for a license, qualification or a finding of suitability will be responsible for 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 and the Company and any Note Guarantor will not reimburse any Holder or Beneficial Owner for such expense.
(c) In connection with any redemption pursuant to this Section 3.09, and except as may be required by a Gaming Authority, the Company shall be required to comply with Sections 3.01 through 3.06 hereof.
Appears in 1 contract
Mandatory Disposition Pursuant to Gaming Laws. (a) Notwithstanding any other provision of this Article 3Each Holder, by accepting a Note, shall be deemed to have agreed that, if any Gaming Authority requires that determines, and a Holder or Beneficial Owner of the Notes is notified, that (i) such Holder or Beneficial Owner must obtain a license, qualification or finding of suitability under any applicable Gaming Law and the Holder or Beneficial Owner does not apply for that license, qualification or finding of suitability within 30 days or any shorter period as may be required by such Gaming Authority, or (ii) such Holder or Beneficial Owner will not be licensed, qualified or found suitable under any applicable Gaming Law and Law, or any license, qualification or finding of suitability is not renewed upon its expiration or is revoked, or (iii) such Holder or Beneficial Owner:
(1) fails Owner has been found to apply be unsuitable for a licenselicensing then, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority; or
(2) is denied such license or qualification or not found suitable; The Company shall then have the right, at its option:
, may (1A) to require each such Holder or Beneficial Owner to dispose of its such Holder's or Beneficial Owner's Notes within 30 days (days, or such any earlier date as may be required by the applicable Gaming Authority) , of the occurrence of the event described in clause (1) or (2) above, or
(2) to redeem the Notes of each such Holder or Beneficial Owner, in accordance with Rule 14e-1 termination of the Exchange Act, if applicable, at a redemption price equal to 30-day period described above for the lowest of:
(a) the principal amount thereof, together with accrued and unpaid interest and Special Interest, if any, to the earlier of the date of redemption, the date 30 days after such Holder or Beneficial Owner is required to apply for a license, qualification or finding of suitability suitability, or (2) the receipt of the notice from the Gaming Authority that the Holder or such shorter period that may Beneficial Owner shall not be required by any applicable Gaming Authoritylicensed, qualified or found suitable; or (B) if subject to the second sentence of Section 16 hereof, redeem the Notes of such Holder or Beneficial Owner fails at a price equal to do so the least of (“Application Date”1) or 100% of the date of denial of license or qualification or of the finding of unsuitability by such Gaming Authority;
principal amount thereof, (b2) the price at which such Holder or Beneficial Owner acquired the Notes and (3) the fair market value of the Notes, together with with, in each case, to the extent permitted by the Compact, accrued and unpaid interest and Special InterestLiquidated Damages, if any, thereon to the earlier of the date of redemption, redemption or such earlier date as may be required by the Application Date Gaming Authority or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority; and
(c) such other lesser amount as , which may be required less than 30 days following the notice of redemption, if so ordered by any such Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or Beneficial Owner of the Notes will not be licensed, qualified or found suitable and must dispose of the Notes, the Holder or Beneficial Owner will, to the extent required by applicable Gaming Laws, have no further right:
(1) to exercise, directly or indirectly, through any trustee or nominee or any other person or entity, any right conferred by the Notes, the Note Guarantee or this Indenture; or
(2) to receive any interest, Special Interest, dividends, economic interests or any other distributions or payments with respect to the Notes and the Note Guarantee or any remuneration in any form with respect to the Notes and the Note Guarantee from the Company, any Note Guarantor or the Trustee, except the redemption price referred to above.
(b) The Company shall notify the Trustee in writing of any such request, denial or other determination by a Gaming Authority and of any such redemption as soon as practicable. Any Holder or Beneficial Owner that is required to apply for a license, qualification or a finding of suitability will be responsible for 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 and the Company and any Note Guarantor will not reimburse any Holder or Beneficial Owner for such expense.
(c) In connection with any redemption pursuant to this Section 3.09, and except as may be required by a Gaming Authority, the Company shall be required to comply with Sections 3.01 through 3.06 hereof.
Appears in 1 contract
Samples: Indenture (Chukchansi Economic Development Authority)
Mandatory Disposition Pursuant to Gaming Laws. (a) Notwithstanding Each Person that holds or acquires beneficial ownership of any other provision of this Article 3the Notes shall be deemed to have agreed, by accepting such Notes, that if any Gaming Authority requires that a Holder or Beneficial Owner of Notes such Person to be approved, licensed, qualified or found suitable under any applicable Gaming Law and Laws, such Holder holder or Beneficial Owner:
(1) fails to beneficial owner, as the case may be, shall apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be the required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority; or
(2) is denied such license or qualification or not found suitable; The Company shall then have the right, at its option:
(1) to require each such Holder or Beneficial Owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of the occurrence of the event described in clause (1) or (2) above, or
(2) to redeem the Notes of each such Holder or Beneficial Owner, in accordance with Rule 14e-1 of the Exchange Act, if applicable, at time period. If a redemption price equal to the lowest of:
(a) the principal amount thereof, together with accrued and unpaid interest and Special Interest, if any, to the earlier of the date of redemption, the date 30 days after such Holder or Beneficial Owner is required Person fails to apply for a license, qualification or finding of suitability within 30 days after being requested to do so (or such shorter lesser period as required by the Gaming Authority) or is notified by a Gaming Authority that it shall not be licensed, qualified or found suitable (a “Disqualified Holder”), the Issuer shall have the right, at its election, (1) to require such Person to dispose of its Notes or beneficial interest therein within 30 days of receipt of notice of such election or such earlier date as may be required by any applicable such Gaming AuthorityAuthority or (2) if by notice given at least 30 days, but not more than 60 days, before the redemption date, to redeem such Holder or Beneficial Owner fails to do so (“Application Date”) or of the date of denial of license or qualification or of the finding of unsuitability Notes at a redemption price that, unless otherwise directed by such Gaming Authority;
, shall be at a redemption price that is equal to (a) the price required by applicable law or by order of any Gaming Authority, if applicable, or (b) the lesser of (1) the price at that such person paid for the Notes (which such Holder or Beneficial Owner acquired will be deemed to be 100% of the principal amount of the Notes with respect to the issuance of the Original Notes on the Issue Date) and (2) 100% of the principal amount of the Notes, together with in each case, plus accrued and unpaid interest and Special Interestinterest, if any, to the earlier of (x) the redemption date of redemption, the Application Date or (y) the date of the denial of a license or qualification or of the and/or a finding of unsuitability by such the Gaming Authority; and
(c) such other lesser amount as , which may be required by any Gaming Authorityless than 30 days following the notice of redemption. Immediately upon a determination by a Gaming Authority that a Holder or Beneficial Owner holder of the Notes will shall not be licensed, qualified or found suitable and must dispose of the Notessuitable, the Holder or Beneficial Owner will, such Person shall not have any further rights with respect to the extent required by applicable Gaming Laws, have no further rightNotes to:
(1a) to exercise, directly or indirectly, through any trustee or nominee or any other person or entity, any right conferred by the Notes, the Note Guarantee or this Indenture; or
(2b) to receive any interest, Special Interest, dividends, economic interests interest or any other distributions distribution or payments payment with respect to the Notes and the Note Guarantee Notes, or any remuneration in any form with respect to the Notes and the Note Guarantee from the Company, any Note Guarantor Issuer for services rendered or the Trusteeotherwise, except the redemption price referred to above.
(b) of the Notes. The Company Issuer shall notify the Trustee and applicable Gaming Authority in writing of any such request, denial or other determination by a Gaming Authority and of any such redemption as soon as practicable. Any Holder The Issuer shall not be responsible for any costs or Beneficial Owner that is required to apply expenses any such holder may Incur in connection with its application for a license, qualification or a finding of suitability will be responsible for 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 and the Company and any Note Guarantor will not reimburse any Holder or Beneficial Owner for such expensesuitability.
(c) In connection with any redemption pursuant to this Section 3.09, and except as may be required by a Gaming Authority, the Company shall be required to comply with Sections 3.01 through 3.06 hereof.
Appears in 1 contract
Samples: Restructuring Support, Forbearance, and Settlement Agreement (CAESARS ENTERTAINMENT Corp)
Mandatory Disposition Pursuant to Gaming Laws. (a) Notwithstanding any other provision of this Article 3, if If any Gaming Authority requires that a Holder of Notes or Beneficial Owner of Notes must be licensed, qualified or found suitable or exempt from licensure under any applicable Gaming Law and Law, such Holder or Beneficial Owner:
(1) fails to Owner shall apply for an exemption from licensure, a license, qualification or a finding of suitability within 30 days (or such shorter period earlier date as may be required ordered by the applicable such Gaming Authority) after being requested to do so by the Gaming Authority; or
(2) . If, by such date, such Holder or Beneficial Owner so fails to apply or the Company or such Holder or Beneficial Owner receives notice of a finding by the applicable Gaming Authority that such Holder or Beneficial Owner is denied such license not or qualification will not be licensed, qualified or not found suitable; The suitable or exempt from licensure, the Company shall then have the right, at its the Company’s option:
(1) to require each such Holder or Beneficial Owner to dispose of its such Holder’s or Beneficial Owner’s Notes within 30 days (or such earlier date as may be required ordered by such Gaming Authority) of (i) such failure to so apply or (ii) receipt of notice by the Company or such Holder or Beneficial Owner of a finding by the applicable Gaming Authority) of the occurrence of the event described in clause (1) Authority that such Holder or (2) aboveBeneficial Owner is not or will not be licensed, qualified or found suitable or exempt from licensure; or
(2) to redeem call for the redemption (a “Regulatory Redemption”) of the Notes of each such Holder or Beneficial Owner, in accordance with Rule 14e-1 of Owner at the Exchange Actprincipal amount thereof or, if applicablerequired by such Gaming Authority, at a redemption price equal to the lowest lesser of:
(a) the principal amount thereof, together with accrued and unpaid interest and Special Interest, if any, to the earlier of the date of redemption, the date 30 days after such Holder or Beneficial Owner is required to apply for a license, qualification or finding of suitability (or such shorter period that may be required by any applicable Gaming Authority) if such Holder or Beneficial Owner fails to do so (“Application Date”) or of the date of denial of license or qualification or of the finding of unsuitability by such Gaming Authority;
(b) the price at which such Holder or Beneficial Owner acquired the Notes; and
(b) the Fair Market Value of such Notes on the date of redemption, together with with, in either case, accrued and unpaid interest and and, if permitted by such Gaming Authority, Special Interest, if any, to the earlier of the date of redemption, the Application Date redemption or the such earlier date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority; and
(c) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a such Gaming Authority or the date such Gaming Authority determines that a the Holder or Beneficial Owner of the Notes is not or will not be licensed, qualified or found suitable and must dispose or exempt from licensure, which may be less than 30 days following the notice of the Notesredemption, the Holder or Beneficial Owner will, to the extent required if so ordered by applicable such Gaming Laws, have no further right:
(1) to exercise, directly or indirectly, through any trustee or nominee or any other person or entity, any right conferred by the Notes, the Note Guarantee or this Indenture; or
(2) to receive any interest, Special Interest, dividends, economic interests or any other distributions or payments with respect to the Notes and the Note Guarantee or any remuneration in any form with respect to the Notes and the Note Guarantee from the Company, any Note Guarantor or the Trustee, except the redemption price referred to aboveAuthority.
(b) The Company shall notify the Trustee in writing of any such request, denial or other determination by a Gaming Authority and of any such redemption as soon as practicable. Any practicable and the redemption price of each Note to be redeemed and any redemption pursuant to this Section 3.08 shall otherwise be made pursuant to the provisions of Section 3.02 through 3.05, as applicable, unless other procedures are required by any Gaming Authority.
(c) The Holder of Notes or Beneficial Owner that is required to apply applying for a license, qualification or a finding of suitability or exemption from licensure will be responsible for pay all fees and costs of applying the licensure and investigation for and obtaining such qualification or finding of suitability or exemption from licensure. Neither the Company nor the Trustee is required to pay or reimburse any Holder of the Notes or Beneficial Owner who is required to apply for such license, qualification or finding of suitability or exemption from licensure for the costs of the licensure and investigation for such qualification or finding of any investigation by suitability. Such expense will, therefore, be the applicable Gaming Authorities and the Company and any Note Guarantor will not reimburse any obligation of such Holder or Beneficial Owner for such expenseOwner.
(c) In connection with any redemption pursuant to this Section 3.09, and except as may be required by a Gaming Authority, the Company shall be required to comply with Sections 3.01 through 3.06 hereof.
Appears in 1 contract
Mandatory Disposition Pursuant to Gaming Laws. (a) Notwithstanding any other provision of this Article 3, if If any Gaming Authority requires that a Holder or Beneficial Owner of Notes be licensed, qualified or found suitable under any applicable Gaming Law and such Holder or Beneficial Owner:
: (1i) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority; or
or (2ii) is denied such license or qualification or not found suitable; The then the Company shall then have the right, at its option:
: (1) to require each any such Holder or Beneficial Owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of the occurrence of the event described in clause (1i) or (2ii) above, or
or (2) to redeem the Notes of each such Holder or Beneficial Owner, in accordance with Rule 14e-1 of the Exchange Act, if applicable, Owner at a redemption price equal to the lowest least of:
: (a) the principal amount thereof, together with accrued and unpaid interest and Special InterestLiquidated Damages, if any, to the earlier of the date of redemption, the date 30 days after such Holder redemption or Beneficial Owner is required to apply for a license, qualification or finding of suitability (or such shorter period that may be required by any applicable Gaming Authority) if such Holder or Beneficial Owner fails to do so (“Application Date”) or of the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority;
; (b) the price at which such Holder or Beneficial Owner acquired the Notes, together with accrued and unpaid interest and Special InterestLiquidated Damages, if any, to the earlier of the date of redemption, the Application Date redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority; and
and (c) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or Beneficial Owner of the Notes will not be licensed, qualified or found suitable and must dispose of the Notessuitable, the Holder or Beneficial Owner will, to the extent required by applicable Gaming Lawslaw, have no further right:
right with respect to the Notes: (1) to exercise, directly or indirectly, through any trustee or nominee or any other person or entity, any right conferred by the Notes, the Note Guarantee ; or this Indenture; or
(2) to receive any interest, Special Interest, dividendsdividend, economic interests or any other distributions or payments with respect to the Notes and the Note Guarantee or any remuneration in any form with respect to the Notes and the Note Guarantee from the Company, any Note Guarantor the Guarantors or the Trustee, except other than as described in the redemption price referred to above.
(b) previous paragraph. The Company shall notify the Trustee in writing of any such request, denial or other determination by a Gaming Authority and of any such redemption as soon as practicable. Any The Holder or Beneficial Owner that is required to apply for a license, qualification or a finding of suitability will be responsible for 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 and the Company and any Note Guarantor will not reimburse any Holder or Beneficial Owner for such expenseAuthorities.
(c) In connection with any redemption pursuant to this Section 3.09, and except as may be required by a Gaming Authority, the Company shall be required to comply with Sections 3.01 through 3.06 hereof.
Appears in 1 contract
Samples: Indenture (Herbst Gaming Inc)
Mandatory Disposition Pursuant to Gaming Laws. (a) Notwithstanding any other provision of this Article 3Each Holder, by accepting a Note, shall be deemed to have agreed that, if any Gaming Authority requires that determines, and a Holder or Beneficial Owner of the Notes is notified, that (i) such Holder or Beneficial Owner must obtain a license, qualification or finding of suitability under any applicable Gaming Law and the Holder or Beneficial Owner does not apply for that license, qualification or finding of suitability within 30 days or any shorter period as may be required by such Gaming Authority, or (ii) such Holder or Beneficial Owner will not be licensed, qualified or found suitable under any applicable Gaming Law and Law, or any license, qualification or finding of suitability is not renewed upon its expiration or is revoked, or (iii) such Holder or Beneficial Owner:
(1) fails Owner has been found to apply be unsuitable for a licenselicensing then, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority; or
(2) is denied such license or qualification or not found suitable; The Company shall then have the right, at its option:
, may (1A) to require each such Holder or Beneficial Owner to dispose of its such Holder's or Beneficial Owner's Notes within 30 days (days, or such any earlier date as may be required by the applicable Gaming Authority) , of the occurrence of the event described in clause (1) or (2) above, or
(2) to redeem the Notes of each such Holder or Beneficial Owner, in accordance with Rule 14e-1 termination of the Exchange Act, if applicable, at a redemption price equal to 30-day period described above for the lowest of:
(a) the principal amount thereof, together with accrued and unpaid interest and Special Interest, if any, to the earlier of the date of redemption, the date 30 days after such Holder or Beneficial Owner is required to apply for a license, qualification or finding of suitability or (2) the receipt of the notice from the Gaming Authority that the Holder or such shorter period that may Beneficial Owner shall not be required by any applicable Gaming Authoritylicensed, qualified or found suitable; or (B) if subject to the second sentence of Section 16 hereof, redeem the Notes of such Holder or Beneficial Owner fails at a price equal to do so the least of (“Application Date”1) or 100% of the date of denial of license or qualification or of the finding of unsuitability by such Gaming Authority;
principal amount thereof, (b2) the price at which such Holder or Beneficial Owner acquired the Notes and (3) the fair market value of the Notes, together with with, in each case, to the extent permitted by the Compact, accrued and unpaid interest and Special InterestLiquidated Damages, if any, thereon to the earlier of the date of redemption, redemption or such earlier date as may be required by the Application Date Gaming Authority or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority; and
(c) such other lesser amount as , which may be required less than 30 days following the notice of redemption, if so ordered by any such Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or Beneficial Owner of the Notes will not be licensed, qualified or found suitable and must dispose of the Notes, the Holder or Beneficial Owner will, to the extent required by applicable Gaming Laws, have no further right:
(1) to exercise, directly or indirectly, through any trustee or nominee or any other person or entity, any right conferred by the Notes, the Note Guarantee or this Indenture; or
(2) to receive any interest, Special Interest, dividends, economic interests or any other distributions or payments with respect to the Notes and the Note Guarantee or any remuneration in any form with respect to the Notes and the Note Guarantee from the Company, any Note Guarantor or the Trustee, except the redemption price referred to above.
(b) The Company shall notify the Trustee in writing of any such request, denial or other determination by a Gaming Authority and of any such redemption as soon as practicable. Any Holder or Beneficial Owner that is required to apply for a license, qualification or a finding of suitability will be responsible for 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 and the Company and any Note Guarantor will not reimburse any Holder or Beneficial Owner for such expense.
(c) In connection with any redemption pursuant to this Section 3.09, and except as may be required by a Gaming Authority, the Company shall be required to comply with Sections 3.01 through 3.06 hereof.
Appears in 1 contract
Samples: Indenture (Chukchansi Economic Development Authority)
Mandatory Disposition Pursuant to Gaming Laws. (a) Notwithstanding any other provision of this Article 3Each Holder, by accepting a Note, shall be deemed to have agreed that if any Gaming Authority requires that a Holder or Beneficial Owner of Notes must be licensed, qualified or found of suitable under any applicable Gaming Law Law, and such Holder or Beneficial Owner:
Owner (1i) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter other period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority; or
Authority or (2ii) is denied such license or qualification or is not found suitable; The Company shall then , the Issuers will have the right, at its their option:
, to (1) to require each such the Holder or Beneficial Owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) following the earlier of (a) the termination of the occurrence 30-day period for the Holder or Beneficial Owner to apply for a license, qualification or finding of suitability or (b) the event described in clause (1) date of denial of such license, qualification or finding of suitability, or (2) above, or
(2) to redeem the Notes of each such the Holder or Beneficial Owner, in accordance with Rule 14e-1 of the Exchange Act, if applicable, Owner at a redemption price equal to the lowest of:
(a) the price determined by the Gaming Authority or (b) if the Gaming Authority does not determine a price, the least of (A) the principal amount thereofof the Notes, together with accrued and unpaid interest and Special InterestLiquidated Damages, if any, to the earlier of the date of redemption, the such redemption or such earlier date 30 days after such Holder or Beneficial Owner as is required to apply for a license, qualification or finding of suitability (or such shorter period that may be required by any applicable the Gaming Authority) if such Holder or Beneficial Owner fails to do so , (“Application Date”) or of the date of denial of license or qualification or of the finding of unsuitability by such Gaming Authority;
(bB) the price at which such Holder or Beneficial Owner acquired or paid for the Notes, together with accrued and unpaid interest and Special InterestLiquidated Damages, if any, to the earlier of the date of redemption, such redemption or such earlier date as is required by the Application Date or Gaming Authority and (C) the Fair Market Value of the Notes on the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority; andredemption.
(cb) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or Beneficial Owner of the Notes will not be licensed, qualified or found suitable and must dispose of the Notessuitable, the Holder or Beneficial Owner will, to the extent required by applicable Gaming Lawslaw, have no further right:
right to (1i) to exercise, directly or indirectly, through any trustee or nominee or any other person Person or entity, any right conferred by the Notes, the Note Guarantee or this Indenture; or
(2ii) to receive any interest, Special Interest, dividends, economic interests interest or any other distributions or payments with respect to the Notes and the Note Guarantee or any remuneration in any form with respect to the Notes and the Note Guarantee from the Company, any Note Guarantor or the TrusteeNotes, except the redemption price referred to aboveof the Notes.
(bc) The Company shall Issuers will notify the Trustee in writing of any such request, denial or other determination by a Gaming Authority and redemption pursuant to Section 3.09 of any such redemption the Indenture as soon as is practicable. Any Holder or Beneficial Owner of Notes that is required to apply for a license, qualification or a finding of suitability will be responsible for 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 and the Company and any Note Guarantor Authorities. The Issuers will not required to pay or reimburse any Holder or Beneficial Owner for such expense.
(c) In connection with any redemption pursuant to this Section 3.09, and except as may be required by a Gaming Authority, the Company shall be of Notes who is required to comply with Sections 3.01 through 3.06 hereofapply for any such license, qualification or finding of suitability. Those expenses will the be the obligation of such Holder or Beneficial Owner of the Notes.
Appears in 1 contract
Mandatory Disposition Pursuant to Gaming Laws. (a) Notwithstanding any other provision of this Article 3, if If any Gaming Authority requires that a Holder or Beneficial Owner of Notes be licensed, qualified or found suitable under any applicable Gaming Law and such Holder or Beneficial Owner:
(1) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority; or
(2) is denied such license or qualification or not found suitable; The then the Company shall then have the right, at its option:
(1) to require each any such Holder or Beneficial Owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of the occurrence of the event described in clause (1) or (2) above, or
(2) to redeem the Notes of each such Holder or Beneficial Owner, in accordance with Rule 14e-1 of the Exchange Act, if applicable, Owner at a redemption price equal to the lowest least of:
(a) the principal amount thereof, together with accrued and unpaid interest and Special InterestLiquidated Damages, if any, to the earlier of the date of redemption, the date 30 days after such Holder redemption or Beneficial Owner is required to apply for a license, qualification or finding of suitability (or such shorter period that may be required by any applicable Gaming Authority) if such Holder or Beneficial Owner fails to do so (“Application Date”) or of the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority;
(b) the price at which such Holder or Beneficial Owner acquired the Notes, together with accrued and unpaid interest and Special InterestLiquidated Damages, if any, to the earlier of the date of redemption, the Application Date redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority; and
(c) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or Beneficial Owner of the Notes will not be licensed, qualified or found suitable and must dispose of the Notessuitable, the Holder or Beneficial Owner will, to the extent required by applicable Gaming Lawslaw, have no further rightright with respect to the Notes:
(1) to exercise, directly or indirectly, through any trustee or nominee or any other person or entity, any right conferred by the Notes, the Note Guarantee or this Indenture; or
(2) to receive any interest, Special Interest, dividendsdividend, economic interests or any other distributions or payments with respect to the Notes and the Note Guarantee or any remuneration in any form with respect to the Notes and the Note Guarantee from the Company, any Note Guarantor the Guarantors or the Trustee, except other than as described in the redemption price referred to above.
(b) previous paragraph. The Company shall notify the Trustee in writing of any such request, denial or other determination by a Gaming Authority and of any such redemption as soon as practicable. Any The Holder or Beneficial Owner that is required to apply for a license, qualification or a finding of suitability will be responsible for 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 and the Company and any Note Guarantor will not reimburse any Holder or Beneficial Owner for such expense.
(c) In connection with any redemption Authorities. Any purchase pursuant to this Section 3.09, and except as may be required by a Gaming Authority, the Company 3.10 shall not be required to comply with be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.
Appears in 1 contract
Samples: Indenture (Herbst Gaming Inc)
