Mandatory Disposition Pursuant to Gaming Laws. Each Holder, by accepting a Security, 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 the beneficial owner of Securities be licensed, qualified or found suitable under applicable gaming laws, such Holder or beneficial owner, as the case may be, 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, the Company shall have the right, at its option: (a) to require such Person to dispose of its Securities 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 (b) to redeem such Securities at a Redemption Price equal to the lesser of (i) such Person's cost or (ii) 100% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the earlier of the Redemption Date or the date of the finding of unsuitability, which may be less than 30 days following the notice of redemption if so requested or prescribed by the applicable gaming authority. The Company shall notify the Trustee in writing of any such redemption as soon as practicable. The Company shall not be responsible for any costs or expenses any Holder or beneficial owner may incur in connection with its application for a license, qualification or a finding or suitability.
Appears in 4 contracts
Samples: Indenture (Park Place Entertainment Corp), Indenture (Park Place Entertainment Corp), Indenture (Park Place Entertainment Corp)
Mandatory Disposition Pursuant to Gaming Laws. Each Holder, by accepting a Security, Person that holds or acquires beneficial ownership of any of the Notes shall be deemed to have agreed agreed, by accepting such Notes, that if the gaming authority of any jurisdiction in which the Company or any of its subsidiaries conducts or proposes Gaming Authority requires such person to conduct gaming requires that a Person who is a Holder or the beneficial owner of Securities be approved, licensed, qualified or found suitable under applicable gaming lawsGaming Laws, such Holder holder or beneficial owner, as the case may be, shall apply for approval, a license, qualification or a finding of suitability within the required time period. If such Person fails a person required to apply for approval or to become licensed or qualified or be found suitable fails to do so within 30 days after being requested to do so by a Gaming Authority (or such lesser period as required by the Gaming Authority) or is notified by a Gaming Authority that it shall not be approved, licensed, qualified or found unsuitablesuitable (a “Disqualified Holder”), the Company Issuers shall have the right, at its option:
their election, (a1) to require such Person to dispose of its Securities Notes or beneficial interest therein within 30 days of receipt of notice of the Company's such election or such earlier date as may be requested or prescribed required by such gaming authority, or
Gaming Authority or (b2) to redeem such Securities at Notes, on a Redemption Price equal to the lesser of (i) such Person's cost or (ii) 100% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the earlier of the Redemption Date or the redemption date of the finding of unsuitability, which that may be less than 30 calendar days following the notice of redemption if so requested or prescribed by the applicable gaming authorityGaming Authority, at a redemption price that, unless otherwise directed by such Gaming Authority, that is equal to the lesser of:
(a) such Person’s cost, or
(b) 100% of the principal amount thereof, plus, in each case, accrued and unpaid interest, if any, to the earlier of (i) the redemption date or (ii) the date such person became a Disqualified Holder. The Company Issuers shall notify the Trustee and applicable Gaming Authority in writing of any such redemption as soon as practicable. The Company Issuers shall not be responsible for any costs or expenses any Holder or beneficial owner such holder may incur Incur in connection with its application for a license, qualification or finding of suitability. Immediately upon a determination by a Gaming Authority that a holder of Notes shall not be approved, licensed, qualified or found suitable, such Person shall not have any further rights with respect to the Notes to: (a) exercise, directly or indirectly, any right conferred by the Notes; or (b) receive any interest or any other distribution or payment with respect to the Notes, or any remuneration in any form from the Issuers for services rendered or otherwise, except the redemption price referred to above, plus accrued and unpaid interest, if any, to the earlier of (x) the redemption date or (y) the date of the denial of an approval or a license or qualification and/or a finding or suitabilityof unsuitability by the Gaming Authority, which may be less than 30 days following the notice of redemption.
Appears in 2 contracts
Samples: Indenture (Vici Properties Inc.), Indenture (Vici Properties Inc.)
Mandatory Disposition Pursuant to Gaming Laws. (a) Each Holder, by accepting a Security, shall will be deemed to have agreed that if the gaming authority of any jurisdiction in which the Company Parent or any of its subsidiaries conducts or proposes to conduct gaming operations requires that a Person who is a Holder or the beneficial owner Beneficial Owner of Securities (or an affiliate of such Holder or Beneficial Owner) be licensed, qualified or found suitable under applicable gaming laws, such Holder or beneficial ownerthe Beneficial Owner, as the case may be, shall will 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, the Company shall will have the right, at any time, at its option:
(ai) to require such Person to dispose of its Securities 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
(bii) to redeem such Securities at a Redemption Price redemption price equal to the lesser of (i1) such Person's cost or ’s cost, (ii2) 100% of the principal amount thereof, plus accrued and unpaid interest thereon(including Liquidated Damages), if any, to the earlier of the Redemption Date redemption date or 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 applicable gaming authority or (3) such lesser amount as may be required by an applicable gaming authority. .
(b) Immediately upon a determination by a gaming authority that a Holder or Beneficial Owner of Securities (or an affiliate thereof) will not be licensed, qualified or found suitable or is denied license, qualification or finding of suitability, the Holder or Beneficial Owner will not have any further right with respect to the Securities to:
(i) exercise, directly or indirectly, through any Person, any right conferred by the Securities; or
(ii) receive any interest (including Liquidated Damages, if any), or any other distribution or payment with respect to the Securities, or any remuneration in any form from the Company for services rendered or otherwise, except for the redemption of the Securities.
(c) The Company shall will notify the Trustee in writing of any such redemption as soon as practicable. The Company shall will not be responsible for any costs or expenses any such Holder or beneficial owner the Beneficial Owner may incur in connection with its application for a license, qualification or a finding or of suitability.
Appears in 1 contract
Mandatory Disposition Pursuant to Gaming Laws. Each HolderNotwithstanding any other provision of this Indenture, by accepting a Security, 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 Gaming Authority requires that a Person who is a Holder or the beneficial owner Beneficial Owner of Securities Notes must be licensed, qualified or found suitable under any applicable gaming laws, Gaming Law and such Holder or beneficial owner, as the case may be, shall Beneficial Owner:
(a) fails to 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, the Company shall have the right, at its option:
(a) to require such Person to dispose of its Securities or beneficial interest therein within 30 days of receipt of notice of after being requested to do so by the Company's election Gaming Authority, or such earlier date lesser period as may be requested or prescribed required by such gaming authority, Gaming Authority; or
(b) if such Holder or such Beneficial Owner is notified by such Gaming Authority that such Holder or Beneficial Owner will not be so licensed, qualified or found suitable; the Holder or Beneficial Owner, as the case may be, will be required to dispose of its Notes within 30 days, or such lesser period as may be required by the Gaming Authority, and the Issuers will have the right to redeem the Notes of each such Securities Holder or Beneficial Owner, subject to the approval of any Gaming Authority and in accordance with Rule 14e-1, if applicable, at a Redemption Price redemption price equal to the lesser of lowest of:
(i) such Person's cost or (ii) 100% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, up to the earlier of the Redemption Date or the date of notice from the finding Gaming Authority that such Holder or Beneficial Owner will not be licensed or qualified;
(ii) the price at which such Holder or Beneficial Owner acquired the Notes, plus accrued and unpaid interest up to the date of unsuitabilitynotice from the Gaming Authority that such Holder or Beneficial Owner will not be licensed or qualified; and
(iii) the Fair Market Value of such Notes. Immediately upon a determination by a Gaming Authority that a Holder or Beneficial Owner of the Notes will not be licensed, which may be less qualified or found suitable by such Gaming Authority, such Holder or Beneficial Owner will have no further rights with respect to the Notes:
(1) to receive any interest with respect to the Notes, other than 30 days following as part of the notice redemption price of redemption if so requested the Notes;
(2) to exercise, directly or prescribed through any trustee or nominee, any right conferred by the applicable gaming authorityNotes, the Guarantees or this Indenture; or
(3) to receive any remuneration in any form for services rendered or otherwise, other than as part of the redemption price of the Notes. The Company Issuers shall notify the Trustee in writing of any such redemption pursuant to this Section 3.09 as soon as reasonably practicable. The Company shall not be responsible for any costs or expenses any Any Holder or beneficial owner may incur in connection with its application Beneficial Owner that is required to apply for a license, qualification or a finding of suitability shall be responsible for all fees and costs of applying for and obtaining the license, qualification or suitabilityfinding of suitability and of any investigation by the applicable Gaming Authorities.
Appears in 1 contract
Samples: Indenture (Trump Entertainment Resorts Holdings Lp)
Mandatory Disposition Pursuant to Gaming Laws. Each Holder, by accepting a Security, shall be deemed to have agreed that if the gaming authority of If any jurisdiction in which the Company or any of its subsidiaries conducts or proposes to conduct gaming Gaming Authority requires that a Person who is a Holder or the beneficial owner Beneficial Owner of Securities Notes be licensed, qualified or found suitable under any applicable gaming laws, Gaming Law and such Holder or beneficial owner, as the case may be, shall Beneficial Owner:
(a) 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 required time period. If applicable 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, suitable; the Company shall then have the right, at its option:
(a1) to require each such Person Holder or Beneficial Owner to dispose of its Securities or beneficial interest therein Notes 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) of the occurrence of the event described in clause (a) or prescribed by such gaming authority(b) above, or
(b2) to redeem the Notes of each such Securities Holder or Beneficial Owner, in accordance with Rule 14e-1, if applicable, at a Redemption Price redemption price equal to the lesser of lowest of:
(ia) such Person's cost or (ii) 100% of the principal amount thereof, plus together with accrued and unpaid interest thereonand Additional Interest, if any, to the earlier of the Redemption Date date of redemption or the date of the denial of license or qualification or of the finding of unsuitabilityunsuitability by such Gaming Authority;
(b) the price at which such Holder or Beneficial Owner acquired the Notes, which together with accrued and unpaid interest and Additional Interest, if any, to the earlier of the date of 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 less than 30 days following required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or Beneficial Owner of the notice Notes will not be licensed, qualified or found suitable and must dispose of redemption if so requested the Notes, the Holder or prescribed 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 applicable gaming authorityNotes, the Guarantees or this Indenture; or
(2) to receive any interest, dividend, economic interests or any other distributions or payments with respect to the Notes and the Guarantees or any remuneration in any form with respect to the Notes and the Guarantees from the Company, the Guarantors or the Trustee, except the redemption price referred to above. The Company shall notify the Trustee in writing of any such redemption pursuant to this Section 3.09 as soon as practicable. The Company shall not be responsible for any costs or expenses any Any Holder or beneficial owner may incur in connection with its application Beneficial Owner that is required to apply for a license, qualification or a finding of suitability shall be responsible for all fees and costs of applying for and obtaining the license, qualification or suitabilityfinding of suitability and of any investigation by the applicable Gaming Authorities.
Appears in 1 contract
Samples: Indenture (GNLV Corp)