Regulatory Redemption Sample Clauses

Regulatory Redemption. Notwithstanding any other provisions of the Indenture, if any Gaming Regulatory Authority requires that a Holder or beneficial owner of the Securities must be licensed, qualified or found suitable under any applicable gaming laws in order to maintain any gaming license or franchise related to the Mohegan Sun under any applicable gaming laws, and the Holder or beneficial owner fails to apply for a license, qualification or finding of suitability within 30 days after being requested to do so by such Gaming Regulatory Authority (or such lesser period that may be required by such Gaming Regulatory Authority) or if such Holder or beneficial owner is not so licensed, qualified or found suitable, the Company shall have the right, at its option: (a) to require such Holder or beneficial owner to dispose of such Holder's or beneficial owner's Securities within 30 days of receipt of such finding by the applicable Gaming Regulatory Authority (or such earlier date as may be required by the applicable Gaming Regulatory Authority); or (b) to call for redemption of the Securities of such Holder or beneficial owner (a "Required Redemption") at a redemption price equal to (i) the lesser of the principal amount thereof or, if required by such Gaming Authority, the price at which such Holder or beneficial owner acquired the Securities, if less than the principal amount thereof, together with, in either case, accrued and unpaid interest to the earlier of the date of redemption or the date of the finding of unsuitability by such Gaming Regulatory Authority, which may be less than 30 days following the notice of redemption if so ordered by such Gaming Regulatory Authority or (ii) such other amount as may be determined by such Gaming Regulatory Authority. In connection with any Required Redemption, and except as may be required by a Gaming Regulatory Authority, the Company shall comply with the procedures contained in the Indenture for redemptions of the Securities. The Company is not required to pay or reimburse any Holder of the Securities or beneficial owner of Securities who is required to apply for any such license, qualification or finding of suitability for the costs of the licensure or investigation for such qualification or finding of suitability. Such expenses will, therefore, be the obligation of such Holder or beneficial owner.
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Regulatory Redemption. For a sale in connection with a Regulatory Redemption of a Member (x) the fair market value of the Interests being sold (other than any Senior Equity Interests of such Member), as determined by a business appraiser experienced in valuing casinos selected by agreement of the Company and the selling Investor Member; provided that if they do not agree on an appraiser within 30 days after the Demand Notice, either party may commence an arbitration proceeding pursuant to Section 12.12 to select an appraiser plus (y) the aggregate Senior Equity Capital Contributions made to the Company by the applicable Member prior to the date of the closing of the sale in accordance with the terms hereof minus any distributions received by the applicable Member or transferor (and any predecessors) under Section 4.1 at the time of the closing of the sale in accordance with the terms hereof. If, as to a matter to which this Section 9.4(b)(iii) applies, the Gaming Authority with jurisdiction over the Company, any Member, Affiliate, the Joint Venture or Caesars or its Affiliates requires the implementation of another mechanism or terms for any such redemption and/or repayment that are inconsistent with this Section, the terms required by such applicable Gaming Authority will control and the foregoing provisions will be deemed to be modified in a manner consistent with such requirements. The Company can assign its rights with respect to a Regulatory Redemption to permit such assignee to exercise this redemption right on the terms and conditions provided for in this Section.
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Regulatory Redemption. If any Gaming Authority requires that a holder or beneficial owner of Notes must be licensed, qualified or found suitable under any applicable gaming law and such holder or beneficial owner fails to apply for a license, qualification or a finding of suitability within 30 days after being requested to do so by the Gaming Authority (or such lesser period that may be required by such Gaming Authority), or if such holder or such beneficial owner is not so licensed, qualified or found suitable, the Company shall have the right to require such holder or beneficial owner to dispose of such holder’s or beneficial owner’s Notes within 10 days of receipt of such notice of such finding by such Gaming Authority or such other date as may be ordered by such Gaming Authority. The holder of Notes or beneficial owner applying for a license, qualification or a finding of suitability must pay all costs of the licensure and investigation for such qualification or finding of suitability. The Company is not 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 for the costs of the licensure or investigation for such qualification or finding of suitability. Such expense will, therefore, be the obligation of such holder or beneficial owner.
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Regulatory Redemption. Notwithstanding any other provisions hereof, Notes to be redeemed pursuant to a Required Regulatory Redemption shall be redeemable by the Issuers, in whole or in part, at any time upon not less than 20 Business Days nor more than 60 days notice (or such earlier date as may be ordered by any applicable Governmental Authority) at a price equal to the lesser of (a) the Holder's cost thereof and (b) 100% of the principal amount thereof, plus in either case accrued and unpaid Interest, plus Liquidated Damages, if any, thereon, if any, to the date of redemption (or such earlier period as ordered by a Governmental Authority). The Issuers are not required to pay or reimburse any Holder or beneficial owner of the Notes for the expenses of any such Holder or beneficial owner related to the application for any Gaming License, qualification or finding of suitability in connection with a Required Regulatory Redemption. Such expenses of any such Holder or beneficial owner shall, therefore, be the obligation of such Holder or beneficial owner. Any Required Regulatory Redemption shall be made in accordance with the provisions of Section 3.3, 3.4 and 3.5 of the Indenture unless other procedures are required by any Governmental Authority.
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Regulatory Redemption. Notwithstanding any other provision hereof, if any Gaming Authority requires that a Holder or beneficial owner of the Notes must be licensed, qualified or found suitable under any applicable gaming laws in order to maintain any gaming license or fran-
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Regulatory Redemption. At the Effective Time, Parent shall amend, or shall cause to be amended, the Charter Documents of each of Parent and the Surviving Corporation to allow for the redemption by Parent or the Surviving Corporation of each of their respective Equity Interests from their respective shareholders if the ownership of such Equity Interests by such shareholders would reasonably cause any Cannabis Permit held by the Surviving Corporation to be revoked, not renewed, or suspended, or would reasonably be in violation of any Applicable Law, including any Order of a Cannabis Regulatory Authority.
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Regulatory Redemption. Notwithstanding anything to the contrary in this Agreement, at any time and in the Preferred Requisite Members’ sole discretion, the Preferred Requisite Members may elect for the Company to redeem all, but not less than all, of the Preferred Members’ outstanding Preferred Units, Common Units and any other class of Units, in each case for an aggregate purchase price of $1.00 for each class of Units.
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Regulatory Redemption. For a sale in connection with a Regulatory Redemption, the applicable Member’s or transferor’s Unreturned Capital Contributions plus the applicable Member’s or transferor’s Unpaid Preferred Return, plus two times the Capital Contribution made by the applicable Member or transferor minus any distributions received by the applicable Member or transferor (and any predecessors) under Section 4.1(d), if any, at the time of the closing of the sale in accordance with the terms hereof. Once given, a Demand Notice may be revoked or withdrawn at any time prior to the closing of such sale in the sole and absolute discretion of the Manager.
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Related to Regulatory Redemption

  • Mandatory Redemption The Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes.

  • Special Mandatory Redemption (a) If the Company does not consummate the Merger on or prior to June 17, 2020 (the “Outside Date”), or if, prior to the Outside Date, the Company notifies the Trustee in writing that the Merger Agreement is terminated or that in the Company’s reasonable judgment the Merger will not be consummated on or prior to the Outside Date (each, a “Special Mandatory Redemption Event”), the Company shall redeem the Notes in whole but not in part at a special mandatory redemption price (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount of the Notes, plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (as defined below) (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on any Interest Payment Date that is on or prior to the Special Mandatory Redemption Date), in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture. (b) Upon the occurrence of a Special Mandatory Redemption Event, the Company shall promptly (but in no event later than 10 Business Days following such Special Mandatory Redemption Event) notify (such notice to include the Officers’ Certificate required by Section 10.2 of the Base Indenture) the Trustee in writing of such event, and the Trustee shall, no later than 5 Business Days following receipt of such notice from the Company, notify the Holders of Notes (such date of notification to the Holders, the “Special Mandatory Redemption Notice Date”) that all of the Notes outstanding will be redeemed on the 3rd Business Day following the Special Mandatory Redemption Notice Date (such date, the “Special Mandatory Redemption Date”) automatically and without any further action by the Holders of Notes, in each case in accordance with the applicable provisions set forth herein and in Article 10 of the Base Indenture, the form of such notice to the Holders of the Notes to be included in such notice to the Trustee. At or prior to 12:00 p.m., New York City time, on the Business Day immediately preceding the Special Mandatory Redemption Date, the Company shall deposit with the Trustee funds sufficient to pay the Special Mandatory Redemption Price for the Notes. If such deposit is made as provided above, the Notes will cease to bear interest on and after the Special Mandatory Redemption Date.

  • No Mandatory Redemption The Company shall not be required to make mandatory redemption payments with respect to the Securities.

  • Mandatory Redemption at Subscriber’s Election In the event the Company is prohibited from issuing Conversion Shares, or fails to timely deliver Shares on a Delivery Date, or upon the occurrence of any other Event of Default (as defined in this Note or in the Subscription Agreement) or for any reason other than pursuant to the limitations set forth in Section 2.3 hereof, then at the Subscriber's election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber, at the Subscriber's election, a sum of money in immediately available terms equal to the greater of (i) the product of the outstanding principal amount of the Note designated by the Subscriber multiplied by 120%, or (ii) the product of the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average of the closing bid prices for the Common Stock for the five consecutive trading days preceding either: (1) the date the Company becomes obligated to pay the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with accrued but unpaid interest thereon and any liquidated damages then payable (“Mandatory Redemption Payment”). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“Mandatory Redemption Payment Date”). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c) hereof, that have been paid or accrued for the twenty (20) day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption Payment.

  • Tax Redemption If a Tax Event (defined below) occurs, Principal Life will have the right to redeem this Agreement by giving not less than 30 and no more than 60 days prior written notice to the Agreement Holder and by paying to the Agreement Holder an amount equal to the Fund. The term “

  • Early Redemption The Original Notes are subject to early redemption by the Issuer as set forth in Article III of the Debt Agreement. If the Issuer elects to exercise its early redemption option with respect to the Original Notes, the Issuer shall give written notice by an Authorized Officer of its intention to exercise such option to the Global Agent of the principal amount of the Original Notes to be so redeemed in accordance with the Terms applicable to such Note. At the request of the Issuer, the Global Agent shall cause notice of redemption to be given to the Holders of Original Notes (and MAC Notes representing interests in the Exchangeable Notes) in accordance with the notice requirements set forth in the Debt Agreement in the name of and at the expense of Issuer.

  • Early Redemption Amounts For the purposes of paragraphs (b), (c) and (d) above, Notes will be redeemed at an amount (the “Early Redemption Amount”) calculated as follows: (i) in the case of Notes with a Final Redemption Amount equal to their principal amount, at the Final Redemption Amount thereof; or (ii) in the case of Notes (other than Zero Coupon Notes) with a Final Redemption Amount which is or may be greater or less than their principal amount or which is payable in a Specified Currency other than that in which the Notes are denominated, at the amount set out in the applicable Pricing Supplement, or if no such amount or manner is set out in the applicable Pricing Supplement, at their principal amount; or (iii) in the case of Zero Coupon Notes, at an amount (the “Amortised Face Amount”) equal to: (A) the sum of (x) the Reference Price specified in the applicable Pricing Supplement and (y) the product of the Accrual Yield specified in the applicable Pricing Supplement (compounded annually) being applied to the Reference Price from (and including) the Issue Date to (but excluding) the date fixed for redemption or (as the case may be) the date upon which such Note becomes due and repayable; or (B) if the amount payable in respect of any Zero Coupon Note upon redemption of such Zero Coupon Note pursuant to paragraph (b), (c) or (d) above or upon its becoming due and repayable as provided in Condition 12 is not paid or available for payment when due, the amount due and repayable in respect of such Zero Coupon Note shall be the Amortized Face Amount of such Zero Coupon Note calculated as provided above as though the references in subparagraph (A) to the date fixed for redemption or the date upon which the Zero Coupon Note becomes due and repayable were replaced by references to the date (the “Reference Date”) which is the earlier of: (1) the date on which all amounts due in respect of the Note have been paid; and (2) the date on which the full amount of the moneys repayable has been received by the Agent and notice to that effect has been given in accordance with Condition 15. The calculation of the Amortised Face Amount in accordance with this sub-paragraph (B) will continue to be made, after as well as before judgment, until the Reference Date unless the Reference Date falls on or after the Maturity Date, in which case the amount due and repayable shall be the principal amount of such Note together with interest from (and including) the Maturity Date to (but excluding) the Reference Date at a rate per annum equal to the Accrual Yield. Where any such calculation is to be made for a period of less than a full year, it shall be made (x) in the case of Notes denominated in US dollars on the basis of a 360-day year consisting of 12 months of 30 days each and, in the case of an incomplete month, the number of days elapsed; (y) in the case of Notes denominated in all other currencies on the basis that “Actual/Actual ICMA” shall apply, as calculated in accordance with Condition 5(b)(vi); or (z) as otherwise specified in the applicable Pricing Supplement.

  • Special Redemption Principal payments on the Secured Notes shall be made in part in accordance with the Priority of Payments on any Payment Date (i) during the Reinvestment Period, if the Collateral Manager in its sole discretion notifies the Trustee at least five (5) Business Days prior to the applicable Special Redemption Date that it has been unable, for a period of at least twenty (20) consecutive Business Days, to identify additional Collateral Obligations that are deemed appropriate by the Collateral Manager in its sole discretion and which would satisfy the Investment Criteria in sufficient amounts to permit the investment or reinvestment of all or a portion of the funds then in the Collection Account that are to be invested in additional Collateral Obligations or (ii) after the Effective Date, if the Collateral Manager notifies the Trustee that a redemption is required pursuant to Section 7.18 in order to (A) satisfy the Effective Date S&P Conditions or (B) obtain from S&P its written confirmation of its Initial Ratings of the Secured Notes (each of (i) and (ii), a “Special Redemption”). On the first Payment Date following the Collection Period in which such notice is given (a “Special Redemption Date”), the amount in the Collection Account representing, as applicable, either (i) Principal Proceeds which the Collateral Manager has determined cannot be reinvested in additional Collateral Obligations will be applied as described in Section 11.1(a)(ii)(E), or (ii) Interest Proceeds and Principal Proceeds available therefor will be applied to pay principal of the Secured Notes in accordance with the Note Payment Sequence as described in Section 11.1(a)(i)(F) and Section 11.1(a)(ii)(C) (but in the case of this clause (ii), only to the extent that the Collateral Manager does not direct that the Interest Proceeds and Principal Proceeds be allocated to the purchase of additional Collateral Obligations) until the Issuer obtains written confirmation from S&P of the Initial Ratings of the Secured Notes or the Effective Date S&P Conditions have been satisfied (the applicable amount payable under clause (i) or (ii), the “Special Redemption Amount”) will be applied in accordance with the Priority of Payments. Notice of a Special Redemption shall be given by the Trustee not less than three (3) Business Days prior to the applicable Special Redemption Date (x) by email transmission, if available, and otherwise by facsimile, if available, or (y) by first class mail, postage prepaid, to each Holder of Securities affected thereby at such Holder’s facsimile number, email address or mailing address in the Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) or the Share Register, as applicable, and to the Rating Agency.

  • Final Redemption Unless previously redeemed, or purchased and cancelled, the Bonds will be redeemed at their principal amount on the Interest Payment Date falling on, or nearest to, June 26, 2017. The Bonds may not be redeemed at the option of the Issuer other than in accordance with this Condition.

  • Repurchase and Redemption Upon timely receipt of notice from the Company that it intends to repurchase or exercise its right of redemption in respect of any of the Deposited Securities, and satisfactory documentation, and only if the Depositary shall have determined that such proposed repurchase or redemption is practicable, the Depositary shall (to the extent practicable) provide to each relevant Holder a notice setting forth the Company’s intention to exercise the repurchase or redemption rights and any other particulars set forth in the Company’s notice to the Depositary. The Depositary shall instruct the Custodian to present to the Company the Deposited Securities in respect of which repurchase or redemption rights are being exercised against payment of the applicable repurchase or redemption price. Upon receipt of confirmation from the Custodian that the repurchase or redemption has taken place and that funds representing the repurchase or redemption price have been received, the Depositary shall convert, transfer, and distribute the proceeds (net of applicable (a) fees and charges of, and the expenses incurred by, the Depositary, and (b) taxes), retire ADSs and cancel ADRs, if applicable, upon delivery of such ADSs by Holders thereof and the terms set forth in Sections 4.1 and 6.2 of the Deposit Agreement. If less than all outstanding Deposited Securities are repurchased or redeemed, the ADSs to be retired will be selected by lot or on a pro rata basis, as may be determined by the Depositary. The repurchase or redemption price per ADS shall be the dollar equivalent of the per share amount received by the Depositary (adjusted to reflect the ADS(s)-to-Share(s) ratio) upon the repurchase or redemption of the Deposited Securities represented by ADSs (subject to the terms of Section 4.8 of the Deposit Agreement and the applicable fees and charges of, and expenses incurred by, the Depositary, and taxes) multiplied by the number of Deposited Securities represented by each ADS repurchased or redeemed. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed repurchase or redemption provided for above, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in Section 4.7 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in Section 4.7 of the Deposit Agreement where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

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