Obligation to Conduct Remarketing and Related Requirements Sample Clauses

Obligation to Conduct Remarketing and Related Requirements. (a) Except as provided in the immediately following sentence, there shall, in accordance with the Indenture, occur, after the Bifurcation Date, a Remarketing of the Component Notes, the Remarketing Settlement Date of which Remarketing shall occur during the First Remarketing Settlement Date Period; provided, however, that if such Remarketing is a Failed Remarketing, then there shall, in accordance with the Indenture, occur a second Remarketing of the Component Notes, the Remarketing Settlement Date of which Remarketing shall occur during the Second Remarketing Settlement Date Period; provided further that if such second Remarketing is a Failed Remarketing, then there shall, in accordance with the Indenture, occur a third Remarketing of the Component Notes, the Remarketing Settlement Date of which Remarketing shall occur during the Third Remarketing Settlement Date Period. Notwithstanding anything in the Indenture to the contrary, in no event shall the Company be obligated (but the Company may, in its sole discretion, nonetheless elect) to conduct a Remarketing at any time when no Normal Common Equity Units are outstanding, and a Final Failed Remarketing shall be deemed not to occur (and no Holder shall be entitled to exercise a Put Right pursuant to Article IV) if the Company elects, in accordance with this sentence, not to conduct a Remarketing.
Sample 1Sample 2
AutoNDA by SimpleDocs
Obligation to Conduct Remarketing and Related Requirements. (i) Except as provided in the immediately following sentence, there shall, in accordance herewith, occur, after the Exchange Date, a Remarketing of the [Insert for double tranche Unsecured Notes: “Component”] Unsecured Notes, the Remarketing Settlement Date of which Remarketing shall occur during the First Remarketing Settlement Date Period; provided, however, that if such Remarketing is a Failed Remarketing, then there shall, in accordance herewith, occur a second Remarketing of the [Insert for double tranche Unsecured Notes: “Component”] Unsecured Notes, the Remarketing Settlement Date of which Remarketing shall occur during the Second Remarketing Settlement Date Period; provided further that if such second Remarketing is a Failed Remarketing, then there shall, in accordance herewith, occur a third Remarketing of the [Insert for double tranche Unsecured Notes: “Component”] Unsecured Notes, the Remarketing Settlement Date of which Remarketing shall occur during the Third Remarketing Settlement Date Period; provided further that if such third Remarketing is a Failed Remarketing, then there shall, in accordance herewith, occur a fourth Remarketing of the [Insert for double tranche Unsecured Notes: “Component”] Unsecured Notes, the Remarketing Settlement Date of which Remarketing shall occur during the Fourth Remarketing Settlement Date Period; provided further that if such fourth Remarketing is a Failed Remarketing, then there shall, in accordance herewith, occur a fifth Remarketing of the [Insert for double tranche Unsecured Notes: “Component”] Unsecured Notes, the Remarketing Settlement Date of which Remarketing shall occur during the Fifth Remarketing Settlement Date Period. Notwithstanding anything herein to the contrary, in no event shall the Corporation be obligated (but the Corporation may, in its sole discretion, nonetheless elect) to conduct a Remarketing at any time when no Normal Common Equity Units are outstanding, and a Final Failed Remarketing shall be deemed not to occur (and no Put Right shall arise) if the Corporation elects, in accordance with this sentence, not to conduct a Remarketing.
Sample 1Sample 2
Obligation to Conduct Remarketing and Related Requirements. (a) The Company and the Property Trustee (on behalf of the Issuer Trust) shall appoint the Remarketing Agent and entered into a Remarketing Agreement prior to the first Remarketing to effect the Remarketing of the Notes upon the terms, conditions and other provisions provided therein and in the Declaration of Trust and the Collateral Agreement.
Sample 1
Obligation to Conduct Remarketing and Related Requirements. (a) The Depositor and the Issuer Trust shall appoint a nationally recognized investment banking firm as Remarketing Agent and enter into a Remarketing Agreement at least 30 days prior to each Remarketing Date. The Depositor and the Issuer Trust may appoint different Remarketing Agents for Remarketings on and in connection with different Remarketing Dates, provided that they shall have appointed a Remarketing Agent and caused the related Remarketing Agreement to be in effect for the period commencing not less than 30 days prior to the related Remarketing Date and continuing through such Remarketing Date and the determination in accordance with this Article X that the related Remarketing is a Successful Remarketing or Failed Remarketing. Each Remarketing Agreement shall include such terms, conditions and other provisions as the Depositor, the Issuer Trust and the Remarketing Agent may agree among themselves but shall in any event include provisions to substantially the following effect:
Sample 1

Related to Obligation to Conduct Remarketing and Related Requirements

  • Right to Conduct Activities The Company hereby agrees and acknowledges that ARCH, Flagship, Xxxxxxxxx and each Fidelity Investor (together with their respective Affiliates) each is a professional investment fund (each a “Fund”) and The Board of Regents, on behalf of UTMDACC, is an entity that has many opportunities to invest in entities, and as such invests in numerous portfolio companies, some of which may be deemed competitive with the Company’s business (as currently conducted or as currently propose to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, neither any Fund nor The Board of Regents, on behalf of UTMDACC, shall be liable to the Company for any claim arising out of, or based upon, and shall not be restricted in any way from engaging in, directly or indirectly, (i) an investment by such Fund or The Board of Regents, on behalf of UTMDACC, in any entity competitive with the Company, or (ii) actions taken by any partner, officer or other representative or Affiliate of such Fund or The Board of Regents, on behalf of UTMDACC to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, subject to Section 6.15, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

  • Covenants Relating to Conduct of Business During the period from the date of this Agreement and continuing until the Closing Date, the Shareholders and the Corporation, jointly and severally, covenant and agree that (except as expressly contemplated or permitted by this Agreement, or to the extent that the Company shall otherwise consent in writing):

  • Restriction on Activities Commencing as of the date first above written, and until the earlier of payment of the Note in full or full conversion of the Note, the Company shall not, directly or indirectly, without the Buyer’s prior written consent, which consent shall not be unreasonably withheld: (a) change the nature of its business; or (b) sell, divest, acquire, change the structure of any material assets other than in the ordinary course of business.

  • No Obligation to Continue Service This Agreement is not an agreement of consultancy. This Agreement does not guarantee that the Company or its affiliates will retain, or continue to retain, the Participant during the entire, or any portion of the, term of this Agreement, including but not limited to any period during which the Restricted Units are outstanding, nor does it modify in any respect the Company or its affiliate’s right to terminate or modify the Participant’s consultancy or compensation.

  • Conditions to Each Party’s Obligation to Close The obligations of the Parties to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction, at or prior to the Closing, of each of the following conditions:

  • Conditions to Company’s Obligation to Sell The obligation of Company hereunder to issue and sell the Securities to Investor at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions:

  • Conditions to Consent If Landlord consents to a proposed Transfer, then the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes Tenant’s obligations hereunder; however, any transferee of less than all of the space in the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for the period of the Transfer. No Transfer shall release Tenant from its obligations under this Lease, but rather Tenant and its transferee shall be jointly and severally liable therefor. Landlord’s consent to any Transfer shall not waive Landlord’s rights as to any subsequent Transfers. If an Event of Default occurs while the Premises or any part thereof are subject to a Transfer, then Landlord, in addition to its other remedies, may collect directly from such transferee all rents becoming due to Tenant and apply such rents against Rent. Tenant authorizes its transferees to make payments of rent directly to Landlord upon receipt of notice from Landlord to do so following the occurrence of an Event of Default hereunder. Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment.

  • LIMITATION ON ACTIVITIES Notwithstanding any provision in this Agreement to the contrary, the Advisor shall not take any action that, in its sole judgment made in good faith, would (i) adversely affect the ability of the Company to qualify or continue to qualify as a REIT under the Code, (ii) subject the Company to regulation under the Investment Company Act of 1940, as amended, (iii) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, its Shares or its other securities, (iv) require the Advisor to register as a broker-dealer with the SEC or any state, or (v) violate the Charter or Bylaws. In the event an action that would violate (i) through (v) of the preceding sentence but such action has been ordered by the Board, the Advisor shall notify the Board of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given.

  • Condition to Company Action The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 15 Business Days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.7, accompanied by the certificate described in subparagraph (g) of this Section 8.7, and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.7.

  • No Obligation to Continue Service Relationship Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or this Award Agreement to continue the Grantee in employment or other service relationship and neither the Plan nor this Award Agreement shall interfere in any way with the right of the Company or any Subsidiary to terminate the employment or other service relationship of the Grantee at any time.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!