Remarketing Procedures Sample Clauses
Remarketing Procedures. (a) Unless a Special Event Redemption or a Successful Remarketing has occurred prior to the applicable Remarketing Date, the Company shall engage the Remarketing Agent pursuant to the Remarketing Agreement for the Remarketing of the Senior Notes, The Company will request, not later than seven nor more than 15 calendar days prior to the applicable Remarketing Date, that the Depositary or its nominee notify the Beneficial Owners or Depositary Participants holding Separate Senior Notes, Corporate Units and Treasury Units of the procedures to be followed in the applicable Remarketing.
(b) Each Holder of Separate Senior Notes may elect to have Separate Senior Notes held by such Holder remarketed in any Remarketing. A Holder making such an election must, pursuant to the Pledge Agreement, notify the Custodial Agent and deliver such Separate Senior Notes to the Custodial Agent on or prior to 5:00 p.m. (New York City time) on or prior to the fifth Business Day immediately preceding the applicable Remarketing Date (but no earlier than the Interest Payment Date immediately preceding the applicable Remarketing Date). Any such notice and delivery may not be conditioned upon the level at which the Reset Rate is established in the Remarketing. Any such notice and delivery may be withdrawn on or prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately preceding the applicable Remarketing Date in accordance with the provisions set forth in the Pledge Agreement. Any such notice and delivery not withdrawn by such time will be irrevocable with respect to such Remarketing. Pursuant to Section 5.07(c) of the Pledge Agreement, promptly after 11:00 a.m., New York City time, on the Business Day immediately preceding the applicable Remarketing Date, the Custodial Agent, based on the notices and deliveries received by it prior to such time, shall notify the Remarketing Agent of the principal amount of Separate Senior Notes to be tendered for remarketing and shall cause such Separate Senior Notes to be presented to the Remarketing Agent. Under Section 5.02 of the Purchase Contract Agreement, Senior Notes that are components of Corporate Units will be deemed tendered for Remarketing and will be remarketed in accordance with the terms of the Remarketing Agreement.
(c) The right of each Holder of Senior Notes that are included in Corporate Units to have such Senior Notes, and each Holder of Separate Senior Notes to have any Separate Senior Notes (together, the “Rema...
Remarketing Procedures. (i) Upon receipt of a Class B Remarketing Notice, each holder of Class B Limited Membership Interests subject to such Class B Remarketing Notice shall have until 3:00 p.m., New York City time, on the Class B Remarketing Election Date, to deliver to the applicable Class B Remarketing Agent or such other Person as is provided for in the applicable Class B Remarketing Agreement (a “Designee”), notice of such holder’s election (“Class B Notice of Election”) to either (i) retain and not have all or any portion of the applicable Class B Limited Membership Interests held by such holder remarketed in the remarketing or (ii) to retain a portion and tender a portion of the applicable Class B Limited Membership Interests held by such holder for purchase in the remarketing; provided that it shall not tender, nor retain, less than the Minimum Transfer Amount. Any applicable Class B Limited Membership Interest for which no Class B Notice of Election is delivered on or prior to the Class B Remarketing Election Date will be deemed tendered for purchase in such Class B Remarketing. Each Class B Notice of Election shall be irrevocable and shall not be conditioned upon the level at which the Fixed Rate is established in the remarketing. Any holder of Class B Limited Membership Interests subject to a Class B Remarketing Notice that desires to continue to retain a number of such Class B Limited Membership Interests (but not less than the Minimum Transfer Amount), but only if the Fixed Rate is not less than a specified rate per annum, should submit a Class B Notice of Election to tender such Class B Limited Membership Interests and separately notify the Class B Remarketing Agent or its Designee of its interest at the telephone number set forth in the Class B Remarketing Notice. If such holder so notifies the Class B Remarketing Agent or its Designee, the Class B Remarketing Agent or such Designee will give priority to such holder’s purchase of such number of Class B Limited Membership Interests providing that the Fixed Rate is not less than such specified rate; provided that the Class B Remarketing Agent shall not (nor shall it be obligated to) give priority to such holder’s purchase if doing so would cause the Company to be classified as a PTP; and provided, further, that if such holder purchases such Class B Limited Membership Interests pursuant to this Section 7.2(c)(i), it shall be deemed for all purposes to have continued as a Class B Limited Member to the extent of the Cl...
Remarketing Procedures. (a) The Depositor will give written notice to the Property Trustee of a Remarketing at least 28 days prior to the first day of the related Remarketing Period. Upon written instruction of the Depositor (accompanied by a written notice prepared in accordance with the requirements of this Section 5.18), the Property Trustee will give holders of Normal PPS and Capital PPS, and will request that the Clearing Agency give to its participants holding Normal PPS or Capital PPS, notice of a Remarketing at least 21 days prior to the first day of the related Remarketing Period. Such notices will set forth:
(i) the beginning and ending dates of the Remarketing Period and the applicable Remarketing Settlement Date and Stock Purchase Date in the event the Remarketing is Successful;
(ii) the applicable Distribution Dates and record dates for Distributions on the Normal PPS and Capital PPS;
(iii) for interest periods for the Notes commencing on or after the Remarketing Settlement Date, the applicable interest payment dates and related record dates;
(iv) any change in the stated maturity date of the Notes and, if applicable, the date on and after which the Depositor will have the right to redeem the Notes other than pursuant to a Special Event (which is subject to Section 3.2 of the Indenture Supplement);
(v) whether, in connection with any Remarketing after the fourth Remarketing attempt (or after the first Remarketing attempt in connection with an Early Remarketing), the Depositor’s obligations under the Notes will no longer be subordinated to Senior Debt (as defined in the Indenture) and no longer be subject to deferral after the Remarketing Settlement Date;
(vi) whether the Notes are being remarketed in the form of New Trust Preferred Securities;
(vii) whether the Depositor intends to list the Notes (or the New Trust Preferred Securities) on a securities exchange or market if the Remarketing is Successful;
(viii) any other changes in the terms of the Notes notified by the Depositor in connection with such Remarketing pursuant to Section 3.2 of the Indenture Supplement (including on a Final Remarketing that is a Failed Remarketing, any change in the Stated Maturity Date (as defined in the Indenture) and, if applicable, the date on or after which the Issuer Trust will have the right to redeem the Notes other than pursuant to a Special Event (which is subject to Section 3.2 of the Indenture Supplement)); TRUST AGREEMENT
Remarketing Procedures. Pursuant to an Optional Tender, Beneficial Owners may elect to tender their VRDP Shares (in denominations of $100,000 and integral multiples thereof) for purchase at the Purchase Price on the Purchase Date designated in the Notice of Tender (or if such day is not a Business Day, on the next succeeding Business Day) by a proper delivery of a Notice of Tender to the Tender and Paying Agent. Each Notice of Tender shall be irrevocable (except as provided below) and effective upon receipt and shall:
Remarketing Procedures. The provisions of this Part II of Section 12.1 and other provisions of these Bylaws describe the procedures pursuant to which the Applicable Dividend Rate shall, except as otherwise provided in these Bylaws, be determined for any Dividend Period for any series of RP. In the event that any of the Remarketing Agents, Paying Agent, Securities Depository, Agent Members and Beneficial Owners fail for any reason to perform any of the acts or obligations to be performed by him or it as described herein, then no Holder or Beneficial Owner of any shares of such series of RP shall have any right in respect thereof against the Trust or any Trustee or officer of the Trust, and the sole obligation of the Trust in respect of the determination of the amount and the payment of any dividend shall be to pay to the Holders of such series of RP as shown on the share transfer books of the Trust from time to time dividends as determined in accordance with the terms of this Part II of Section 12.1 and any other applicable provisions of these Bylaws. Notwithstanding any provision of these Bylaws, the Trust shall have no obligation at any time to provide notice (other than to the Remarketing Agents, the Paying Agent, the Securities Depository, S&P and Mood▇'▇), ▇r to make any payment (in respect of any dividend or otherwise), to any person other than the Holders of the shares of RP shown on the share transfer books of the Trust from time to time, and the providing of any notice or the payment of any amount to such Holders (or to such other entities) shall discharge in full for all purposes (including without limitation as against all Beneficial Owners of any shares of RP) the Trust's obligation to provide any notice or to make any payment.
Remarketing Procedures. With respect to each Note for which there is to be established an interest rate from time to time by a Remarketing Agent responsible for the remarketing thereof, such interest rate shall be set in accordance with the procedures of paragraphs (i) and (ii) below. (i)
Remarketing Procedures. (i) Upon receipt of a Class B Remarketing Notice, each holder of Class B Limited Membership Interests subject to such Class B Remarketing Notice shall have until 3:00 p.m., New York City time, on the Class B Remarketing Election Date, to deliver to the applicable Class B Remarketing Agent or such other Person as is provided for in the applicable Class B Remarketing Agreement (a “Designee”), notice of such holder’s election (“Class B Notice of Election”) to either (i) retain and not have all or any portion of the applicable Class B Limited Membership Interests held by such holder remarketed in the remarketing or (ii) to tender all or any portion of the applicable Class B Limited Membership Interests held by such holder for purchase in the remarketing; provided that it shall not tender, nor retain, less than the Minimum Transfer Amount. Each Class B Notice of Election shall be irrevocable and shall not be conditioned upon the level at which the Fixed Rate is established in the remarketing. Any holder of Class B Limited Membership Interests subject to a Class B Remarketing Notice that desires to continue to retain a number of such Class B Limited Membership Interests (but not less than the Minimum Transfer Amount), but only if the Fixed Rate is not less than a specified rate per annum, should submit a Class B Notice of Election to tender such Class B Limited Membership Interests and separately notify the Class B Remarketing Agent or its Designee of its interest at the telephone number set forth in the Class B Remarketing Notice. If such holder so notifies the Class B Remarketing Agent or its Designee, the Class B Remarketing Agent or such Designee will give priority to such holder’s purchase of such number of Class B Limited Membership Interests providing that the Fixed Rate is not less than such specified rate; provided that the Class B Remarketing Agent shall not (nor shall it be obligated to) give priority to such holder’s purchase if doing so would cause the Company to be classified as a PTP; and provided, further, that if such holder purchases such Class B Limited Membership Interests pursuant to this Section 7.2(c)(i), it shall be deemed for all purposes to have continued as a Class B Limited Member to the extent of the Class B Limited Membership Interests so purchased.
(ii) All applicable Class B Limited Membership Interests for which the holders thereof have properly and timely delivered Class B Notices of Election stating that such Class B Limited Me...
Remarketing Procedures. In the case of an Optional Remarketing, unless a Termination Event has occurred prior to the Optional Remarketing Period, or in the case of a Final Remarketing, unless a Successful Optional Remarketing or Termination Event has occurred prior to the Final Remarketing Period, the Guarantor shall engage the Remarketing Agent(s) pursuant to the Remarketing Agreement for the Remarketing of the RSNs as set forth under Section 7.02. The Guarantor shall, no later than (i) in the case of an Optional Remarketing, five Business Days prior to the first day of the Optional Remarketing Period or (ii) in the case of a Final Remarketing, seven days prior to the first day of the Final Remarketing Period, request that the Depository or its nominee notify the Beneficial Owners or Depository Participants holding Separate RSNs, Corporate Units and Treasury Units, and shall provide a copy of such request to the Collateral Agent and the Purchase Contract Agent, in the case of an Optional
Remarketing Procedures. 92 Section 16.04.
Remarketing Procedures of the Trust Agreement sets forth the Remarketing Procedures to determine the applicable Fixed Rate for the Preferred Securities. If the Trust is terminated and the Series B Debentures are distributed to the holders of the Preferred Securities subject to Section 103 herein, the below described Remarketing Procedures will be applicable to the Series B Debentures.