Payment of Purchase Price; Remarketing. (a) Unless a Termination Event has occurred or a Holder has settled the related Purchase Contract through a Cash Settlement pursuant to Section 5.8, an Early Settlement pursuant to Section 5.9 or a Merger Early Settlement pursuant to Section 5.10, the settlement of the Purchase Contract relating to a PIES will be made by Remarketing in accordance with Section 2 of the Remarketing Agreement.
(b) With respect to any Pledged Senior Notes which are subject of a Failed Remarketing, the Collateral Agent, for the benefit of the Company, and upon written direction of the Company as provided in the Pledge Agreement, reserves all of its rights as a secured party with respect thereto and, subject to applicable law and paragraph (c) below, may (i) retain such Senior Notes in full satisfaction of the Holders' obligations under the related Purchase Contracts or (ii) sell such Senior Notes in one or more public or private sales.
(c) A Holder of Corporate PIES may elect not to participate in the Remarketing by creating Treasury PIES at any time except during an Active Remarketing Period or by notifying the Purchase Contract Agent of such election and complying with the procedures for creating Treasury PIES set forth in Section 3.13 until 5:00 p.m. (New York City time) on the Business Day immediately preceding the first of the three sequential remarketing dates of any Three-Day Remarketing Period. A Holder that does not so create Treasury PIES by delivering the Treasury Security or Treasury Securities pursuant to this paragraph and Section 3.13 shall be deemed to have elected to participate in any Remarketing.
(d) In the event that all or any portion of the Pledged Treasury Securities of Treasury PIES matures before the Purchase Contract Settlement Date, the Collateral Agent shall invest the proceeds therefrom in Permitted Investments in accordance with the Pledge Agreement. Without receiving any instruction from any such Holder of Treasury PIES, the Collateral Agent shall apply, on the Purchase Contract Settlement Date, the proceeds of the maturing Pledged Treasury Securities and of the investment earnings from the related investment in Permitted Investments, in each case, in an amount equal to the aggregate Purchase Price applicable to such Treasury PIES to satisfy in full such Holder's obligations to pay the Purchase Price to purchase the shares of Common Stock under the related Purchase Contracts on the Purchase Contract Settlement Date. In the event the sum of the pro...
Payment of Purchase Price; Remarketing. (a) Unless a Tax Event Redemption, successful remarketing, Termination Event, Merger Early Settlement or Early Settlement has occurred, each Holder of a Normal Unit may pay in cash ("Cash Settlement") the Purchase Price for the shares of Common Stock to be purchased pursuant to a Purchase Contract if such Holder notifies the Agent by use of a notice in substantially the form of Exhibit E hereto of its intention to make a Cash Settlement. Such notice shall be made on or prior to 5:00 p.m., New York City time, on the seventh Business Day immediately preceding the Stock Purchase Date. The Agent shall promptly notify the Collateral Agent of the receipt of such a notice from a Holder intending to make a Cash Settlement.
Payment of Purchase Price; Remarketing. (a) Unless a Termination Event or a Tax Event Redemption has occurred or a Holder has settled the related Purchase Contract through a Cash Settlement pursuant to Section 5.9 or an Early Settlement pursuant to Section 5.9, the settlement of the Purchase Contract relating to a Security will be made by Remarketing in accordance with this Section 5.4.
(b) The Company shall engage Xxxxxxx Xxxxx Barney Inc., or another nationally recognized investment bank, to act as Remarketing Agent (the "Remarketing Agent") pursuant to the Remarketing Agreement to remarket (1) the Pledged Senior Notes comprising part of Corporate Units, other than those Pledged Senior Notes of Holders that have elected not to participate in the Remarketing by creating Treasury Units pursuant to Section 5.4(f) below, and (2) the Separated Senior Notes of holders of Separated Senior Notes that have elected to participate in the Remarketing pursuant to paragraph 106 of the Supplemental Indenture and Section 5.7 of the Pledge Agreement (the Senior Notes described in clauses (1) and (2) collectively being referred to as the "Remarketing Senior Notes") pursuant to the Remarketing Procedures. On the seventh Business Day prior to the Initial Remarketing Date, the Company shall give notice of Remarketing in an Authorized Newspaper, including the specific U.S. Treasury security or securities (including the CUSIP number and/or the principal terms of such Treasury security or securities) that must be delivered by Holders of Corporate Units that elect not to participate in the Remarketing pursuant to Section 5.4(f) below, no later than 5:00 p.m. (New York City time) on the Election Date. Not later than 15 calendar days nor more than 30 calendar days prior to the Initial Remarketing Date, the Company shall request DTC (or any successor Clearing Agency), to notify its Beneficial Owners or Clearing Agency Participants holding Corporate Units or Separate Senior Notes of the impending Remarketing. The Purchase Contract Agent shall notify, by 11:00 a.m. (New York City time), on the Business Day immediately preceding the Initial Remarketing Date, the Remarketing Agent, the Collateral Agent, the Trustee and the Company, by use of a notice substantially in the form of Exhibit G hereto, of the aggregate principal amount of Pledged Senior Notes of Corporate Units Holders to be remarketed on the Initial Remarketing Date or Subsequent Remarketing Date, as applicable, and the Collateral Agent, pursuant to the Pledge Ag...
Payment of Purchase Price; Remarketing. (a) Unless a Termination Event has occurred or a Holder has settled the related Purchase Contract through a Cash Settlement pursuant to Section 5.8, an Early Settlement pursuant to Section 5.9 or a Merger Early Settlement pursuant to Section 5.10, the settlement of the Purchase Contract relating to a Unit will be made by Remarketing in accordance with this Section 5.3.
Payment of Purchase Price; Remarketing. (a) Unless a Special Event Redemption or Termination Event has occurred, or a Holder of a Unit has settled the underlying Purchase Contract through an Early Settlement pursuant to Section 5.9 or a Merger Early Settlement pursuant to Section 5.10, each Holder of a Normal Unit may pay in cash ("Cash Settlement") the Purchase Price for the Ordinary Shares to be purchased pursuant to a Purchase Contract if such Holder notifies the Purchase Contract Agent by surrender of the Normal Unit Certificate, if in certificated form, and delivery of a notice in substantially the form of Exhibit E hereto of its intention to make a Cash Settlement. Such notice shall be made on or prior to 5:00 p.m., New York City time, on the thirteenth Business Day immediately preceding the Stock Purchase Date. The Purchase Contract Agent shall promptly notify the Collateral Agent of the receipt of such a notice from a Holder intending to make a Cash Settlement.
Payment of Purchase Price; Remarketing. (a) Unless a Tax Event Redemption, successful remarketing of the Notes pursuant to the provisions of this Section 5.4, Termination Event, Merger Early Settlement or Early Settlement has occurred, each Holder of a Normal Unit may pay in cash ("Cash Settlement") the Purchase Price for the shares of Common Stock to be purchased pursuant to a Purchase Contract if such Holder notifies the Agent by use of a notice in substantially the form of Exhibit E hereto of its intention to make a Cash Settlement. Such notice shall be made at or prior to 5:00 p.m., New York City time, on the seventh Business Day immediately preceding the Stock Purchase Date. The Agent shall promptly notify the Collateral Agent of the receipt of such a notice from a Holder intending to make a Cash Settlement.
Payment of Purchase Price; Remarketing. (a) Unless a Tax Event Redemption, Termination Event, Merger Early Settlement or Early Settlement has occurred, or a remarketing has not been successful as of June 30, 2005, each Holder of an Equity Security Unit may pay in cash ("Cash Settlement") the Purchase Price for the shares of Common Stock to be purchased pursuant to a Purchase Contract if such Holder notifies the Agent by use of a notice in substantially the form of Exhibit E hereto of its intention to make a Cash Settlement. Such notice shall be made not earlier than 9:00 a.m., New York City time, on the tenth Business Day immediately preceding the Stock Purchase Date and no later than 5:00 p.m., New York City time, on the ninth Business Day immediately preceding the Stock Purchase Date. The Agent shall promptly notify the Collateral Agent of the receipt of such a notice from a Holder intending to make a Cash Settlement.
Payment of Purchase Price; Remarketing. (a) Unless a Special Event Redemption, successful remarketing of the Notes pursuant to the provisions of this Section 5.4 or Termination Event has occurred, or a Holder of a Unit has settled the underlying Purchase Contract through an Early Settlement pursuant to Section 5.9 or a Merger Early Settlement pursuant to Section 5.10, each Holder of a Normal Unit may pay in cash ("Cash Settlement") the Purchase Price for the shares of Common Stock to be purchased pursuant to a Purchase Contract if such Holder notifies the Agent by surrender of the Normal Unit Certificate and delivery of a notice in substantially the form of Exhibit E hereto of its intention to make a Cash Settlement. Such notice shall be made on or prior to 5:00 p.m., New York City time, on the seventh Business Day immediately preceding the Stock Purchase Date. The Agent shall promptly notify the Collateral Agent of the receipt of such a notice from a Holder intending to make a Cash Settlement.
Payment of Purchase Price; Remarketing. (a) Unless a Termination Event has occurred or a Holder of a Unit has settled the underlying Purchase Contract through an Early Settlement pursuant to Section 5.9 or a Merger Early Settlement pursuant to Section 5.10, the settlement of the Purchase Contract underlying a Unit will be made in accordance with this Section 5.4.
(b) The Company shall engage a nationally recognized investment bank (the "Remarketing Agent") pursuant to a Remarketing Agreement to be mutually agreed on by the Company, the Agent and the Remarketing Agent, but providing for remarketing procedures substantially as set forth below to sell the Debentures of Holders of Normal Units, other than Holders that have elected not to participate in the remarketing pursuant to clause (iv) below, and holders of Separate Debentures that have elected to participate in the remarketing. On the seventh day prior to August 15, 2004, the Company shall give Holders of Normal Units and holders of Separate Debentures notice of the remarketing in a daily newspaper in the English language of general circulation in The City of New York (which shall be The Wall Street Journal, if such newspaper is then so published) including the specific U.S. Treasury security or securities (including the CUSIP number and/or the principal terms of such Treasury security or securities) described in clause (iv) below, that must be delivered by Holders of Normal Units that elect not to participate in the remarketing pursuant to clause (iv) below no later than 10:00 a.
Payment of Purchase Price; Remarketing. (a) Unless a Termination Event has occurred or a Holder of a Unit has settled the underlying Purchase Contract through an Early Settlement pursuant to Section 5.9 or a Merger Early Settlement pursuant to Section 5.10, the settlement of the Purchase Contract underlying a Unit will be made in accordance with this Section 5.4.
(i) The Company shall engage a nationally recognized investment bank (the "Remarketing Agent") pursuant to a Remarketing Agreement to be mutually agreed on by the Company, the Trust, the Agent and the Remarketing Agent, but substantially as set forth in Exhibit C to the Declaration, to sell the Capital Securities of Holders of Normal Units, other than Holders thereof which have elected not to participate in the remarketing pursuant to clause (v) below, and holders of Separate Capital Securities which have elected pursuant to the Remarketing Agreement to participate in the remarketing. On the twelfth Business Day prior to the Initial Remarketing Date, the Agent shall give Holders of Normal Units and holders of Separate Capital Securities notice of the remarketing (the form of which notice to be provided by the Company) in a daily newspaper in the English language of general circulation in The City of New York, which is expected to be The Wall Street Journal, including the specific U.S. Treasury security or securities (including the CUSIP number and/or the principal terms of such Treasury security or securities) described in clause (v) below, that must be delivered by Holders of Normal Units that elect not to participate in the remarketing pursuant to clause (v) below, no later than 10:00 a.
