Remarketing Procedures. (a) The Stock Purchase Contract Agreement provides that the Company shall give Holders (as defined therein) of Common Equity Units, and the Company shall give Holders of Separate Notes notice of a Remarketing at least thirty (30) Business Days before the related Applicable Stock Purchase Date. Such notice shall set forth: (i) the procedures a beneficial owner must follow if it holds its Notes as a component of a Normal Common Equity Unit to elect not to participate in such Remarketing, and the date by which such election must be made; (ii) the procedures a beneficial owner must follow if it holds Separate Notes to elect to participate in such Remarketing; and (iii) if the Applicable Stock Purchase Date corresponding to such Remarketing is the Second Delayed Stock Purchase Date, the procedures a beneficial owner of Normal Common Equity Units must follow in the event such Remarketing is a Failed Remarketing in order to elect not to exercise its Put Right. (b) On each Remarketing Settlement Date, each outstanding Note forming part of a Normal Common Equity Unit will be tendered or deemed tendered to the applicable Remarketing Agent for Remarketing unless the Holder thereof elects not to participate in such Remarketing. Each Holder of Notes forming part of a Normal Common Equity Unit, by purchasing such Common Equity Unit, agrees to have such Notes remarketed in any Remarketing (unless such Holder elects not to participate in such Remarketing as provided in the Indenture and in the Stock Purchase Contract Agreement and Pledge Agreement) and authorizes the applicable Remarketing Agent to take any and all actions on its behalf necessary to effect such Remarketing. Each Holder of Notes forming part of a Normal Common Equity Unit shall have the right to elect not to have such Notes sold pursuant to a Remarketing, which right may be exercised by electing, no later than the close of business on the eleventh (11th) Business Day immediately before the Applicable Stock Purchase Date of such Remarketing, Cash Settlement to apply to such Normal Common Equity Unit in accordance with, and subject to, Section 5.2(b) of the Stock Purchase Contract Agreement and Section 5.6 of the Pledge Agreement. (c) Each Holder of Separate Notes may elect to have such Separate Notes remarketed in any Remarketing by notifying the Custodial Agent and delivering such Separate Notes to the Custodial Agent before the close of business on the twenty fifth (25th) Business Day immediately before the Applicable Stock Purchase Date of such Remarketing, in accordance with the Pledge Agreement; provided, however, that, notwithstanding anything in the Indenture to the contrary, no Holder of a Separate Note may so elect to include such Separate Note in a Remarketing unless the principal amount of such Separate Note, and the principal amount of each tranche of Component Notes forming part of such Separate Note, is an integral multiple of one thousand dollars ($1,000). No such notice and delivery may be conditioned upon the level at which any Reset Rate is established in the Remarketing or any other condition, and each such notice containing any such condition shall be null and void. Each such notice and delivery may be withdrawn before the close of business on the twenty-fifth (25th) Business Day immediately before such Applicable Stock Purchase Date in accordance with the Pledge Agreement. Each such notice and delivery, if not withdrawn in accordance with the immediately preceding sentence, shall be irrevocable with respect to such Remarketing. Pursuant to Section 5.9(c) of the Pledge Agreement, no later than 11:00 A.M., New York City time, on the twenty-fourth (24th) Business Day immediately before the Applicable Stock Purchase Date of a Remarketing, the Custodial Agent, based on the notices and deliveries received by it before such time, shall notify the applicable Remarketing Agent of the aggregate principal amount of Separate Notes to be tendered in such Remarketing and shall cause such Separate Notes to be presented to such Remarketing Agent. (d) If a Remarketing is Successful, then the applicable Remarketing Agent shall deduct the Remarketing Fee to which it is entitled as provided in Section 3.1(c)(iii) and the related Remarketing Agreement from the gross proceeds of such Remarketing and remit the net proceeds as provided in Section 3.1(c)(iii). (e) If a Remarketing is Successful, then the Company shall issue a press release through Bloomberg Business News or another reasonable means of distribution stating that such Remarketing was Successful and specifying the Reset Rates and shall post such information on its corporate website. (f) If a Remarketing is a Failed Remarketing, then the Company shall issue a press release through Bloomberg Business News or another reasonable means of distribution stating that such Remarketing was a Failed Remarketing and shall publish such information on its corporate website. (g) The right of each Holder to have its Notes remarketed and sold in connection with any Remarketing shall be limited to the extent that (i) the applicable Remarketing Agent conducts a Remarketing pursuant to the terms of the Remarketing Agreement; (ii) such Remarketing Agent is able to find a purchaser or purchasers for the constituent Component Notes offered in such Remarketing in accordance with this Article III and the Remarketing Agreement; and (iii) such purchaser or purchasers deliver the purchase price therefor in cash to such Remarketing Agent as and when required. (h) Neither the Company nor any Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of Component Notes for remarketing.
Appears in 2 contracts
Samples: Twentieth Supplemental Indenture (Metlife Inc), Twenty Second Supplemental Indenture (Metlife Inc)
Remarketing Procedures. (a) The Stock Purchase Contract Agreement provides that Unless a Successful Early Remarketing, Special Event Redemption or Termination Event has occurred prior to the Applicable Remarketing Period, the Company shall give Holders (as defined thereinengage the Remarketing Agent(s) pursuant to the Remarketing Agreement for the Remarketing of Common Equity the Notes. The Company shall, not later than 10 Business Days prior to each Remarketing Announcement Date, request that the Depositary or its nominee notify the Beneficial Owners or Depositary Participants holding Separate Notes, Corporate Units and Treasury Units, and shall provide a copy of such request to the Company shall give Collateral Agent and the Purchase Contract Agent, in the case of an Early Remarketing, of the Company’s intent to attempt an Early Remarketing in the Applicable Remarketing Period, and in all cases, of the proposed Remarketing Dates and the procedures to be followed in each Remarketing, including the procedures to be followed by Holders of Separate Notes notice of a Remarketing at least thirty (30) Business Days before the related Applicable Stock Purchase Date. Such notice shall set forth:
(i) the procedures a beneficial owner must follow if it holds its Notes as a component of a Normal Common Equity Unit to elect not to participate in such a Remarketing, the applicable procedures for Holders of Corporate Units to create Treasury Units or Holders of Treasury Units to recreate Corporate Units, the applicable procedures for Holders of Corporate Units to effect an Early Settlement and, in the case of a Final Remarketing, applicable procedures to effect a Cash Settlement and the date by which such election applicable procedures that must be made;
(ii) the procedures followed by a beneficial owner must follow if it holds Holder of Separate Notes if such Holder wishes to elect to participate in exercise its Put Right or by a Holder if such Remarketing; and
(iii) if the Applicable Stock Purchase Date corresponding to such Remarketing is the Second Delayed Stock Purchase Date, the procedures a beneficial owner of Normal Common Equity Units must follow in the event such Remarketing is a Failed Remarketing in order to elect Holder elects not to exercise its Put Right.
(b) On each Remarketing Settlement Date, each outstanding Note forming part of a Normal Common Equity Unit will be tendered or deemed tendered to the applicable Remarketing Agent for Remarketing unless the Holder thereof elects not to participate in such Remarketing. Each Holder of Notes forming part of a Normal Common Equity Unit, by purchasing such Common Equity Unit, agrees to have such Notes remarketed in any Remarketing (unless such Holder elects not to participate in such Remarketing as provided in the Indenture and in the Stock Purchase Contract Agreement and Pledge Agreement) and authorizes the applicable Remarketing Agent to take any and all actions on its behalf necessary to effect such Remarketing. Each Holder of Notes forming part of a Normal Common Equity Unit shall have the right to elect not to have such Notes sold pursuant to a Remarketing, which right may be exercised by electing, no later than the close of business on the eleventh (11th) Business Day immediately before the Applicable Stock Purchase Date of such Remarketing, Cash Settlement to apply to such Normal Common Equity Unit in accordance with, and subject to, Section 5.2(b) of the Stock Purchase Contract Agreement and Section 5.6 of the Pledge Agreement.
(c) Each Holder of Separate Notes may elect to have such Separate Notes held by such Holder remarketed in any Remarketing by notifying Remarketing. A Holder making such an election must, pursuant to the Purchase Contract and Pledge Agreement, notify the Custodial Agent and delivering deliver such Separate Notes to the Custodial Agent before prior to 4:00 p.m., New York City time, by the close of business on the twenty fifth (25th) second Business Day immediately before preceding the first day of the Applicable Stock Purchase Date of Remarketing Period (but no earlier than the fifth Business Day immediately preceding such Remarketing, first day) in accordance with the provisions set forth in the Purchase Contract and Pledge Agreement; provided, however, that, notwithstanding anything in the Indenture to the contrary, no Holder of a Separate Note may so elect to include such Separate Note in a Remarketing unless the principal amount of such Separate Note, and the principal amount of each tranche of Component Notes forming part of such Separate Note, is an integral multiple of one thousand dollars ($1,000). No Any such notice and delivery may not be conditioned upon the level at which any the Reset Rate is established in the Remarketing or any other condition, and each such notice containing any such condition shall be null and voidRemarketing. Each Any such notice and delivery may be withdrawn before by notifying the close of business Custodial Agent on the twenty-fifth (25th) Business Day immediately before such Applicable Stock Purchase Date in accordance with the Pledge Agreement. Each such notice and delivery, if not withdrawn in accordance with the immediately preceding sentence, shall be irrevocable with respect or prior to such Remarketing. Pursuant to Section 5.9(c) of the Pledge Agreement, no later than 11:00 A.M.4:00 p.m., New York City time, on the twenty-fourth (24th) second Business Day immediately before preceding the first day of the Applicable Stock Remarketing Period in accordance with the provisions set forth in the Purchase Date Contract and Pledge Agreement. Any such notice and delivery not withdrawn by such time will be irrevocable with respect to each Remarketing to occur during the Applicable Remarketing Period. Pursuant to Sections 5.02 and 5.03 of the Purchase Contract and Pledge Agreement, by 11:00 a.m., New York City time, in the case of an Early Remarketing, or promptly after 4:00 p.m., New York City time, in the case of a Final Remarketing, on the Business Day immediately preceding the first day of the Applicable Remarketing Period, the Custodial Agent, based on the notices and deliveries received by it before prior to such time, shall notify the applicable Remarketing Agent of the aggregate principal amount of Separate Notes tendered for Remarketing. Pursuant and subject to Section 5.02 and 5.03 of the Purchase Contract and Pledge Agreement, Notes that underlie Applicable Ownership Interests in Notes included in Corporate Units will be deemed tendered in such for Remarketing and shall cause such Separate Notes to will be presented to such remarketed in accordance with the terms of the Remarketing AgentAgreement and the Purchase Contract and Pledge Agreement.
(d) If a Remarketing is Successful, then the applicable Remarketing Agent shall deduct the Remarketing Fee to which it is entitled as provided in Section 3.1(c)(iii) and the related Remarketing Agreement from the gross proceeds of such Remarketing and remit the net proceeds as provided in Section 3.1(c)(iii).
(e) If a Remarketing is Successful, then the Company shall issue a press release through Bloomberg Business News or another reasonable means of distribution stating that such Remarketing was Successful and specifying the Reset Rates and shall post such information on its corporate website.
(f) If a Remarketing is a Failed Remarketing, then the Company shall issue a press release through Bloomberg Business News or another reasonable means of distribution stating that such Remarketing was a Failed Remarketing and shall publish such information on its corporate website.
(gc) The right of each Holder of Remarketed Notes to have its such Notes remarketed and sold in connection with on any Remarketing Date shall be limited subject to the extent conditions that (ii)(A) the applicable Remarketing Agent conducts any Early Remarketing or (B) in the case of a Final Remarketing, that no Successful Early Remarketing has occurred pursuant to the terms of the Remarketing Agreement; , (ii) a Termination Event has not occurred prior to such Remarketing Agent is Date, (iii) a Special Event Redemption has not occurred, (iv) the Remarketing Agent(s) are able to find a purchaser or purchasers for the constituent Component Remarketed Notes offered in such Remarketing in accordance with this Article III and at the Remarketing Agreement; Price based on the Reset Rate and (iiiv) such the purchaser or purchasers of the Remarketed Notes deliver the purchase price therefor in cash to such the Remarketing Agent as and when required.
(hd) Neither the Trustee, the Company nor any the Remarketing Agent Agent(s) shall be obligated in any case to provide funds to make payment upon tender of Component Notes for remarketing.
Appears in 2 contracts
Samples: Supplemental Indenture (Great Plains Energy Inc), Supplemental Indenture (Great Plains Energy Inc)
Remarketing Procedures. (a) The Stock Purchase Contract Agreement provides that 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 Company shall give Holders engage the Remarketing Agent(s) pursuant to the Remarketing Agreement for the Remarketing of the Debentures as set forth under Section 9.02. The Company shall, no later than (as defined thereina) in the case of Common Equity an Optional Remarketing, five Business Days prior to the first day of the Optional Remarketing Period or (b) 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 Debentures, Corporate Units and Treasury Units, and shall provide a copy of such request to the Company shall give Collateral Agent and the Purchase Contract Agent, in the case of an Optional Remarketing, of the Company’s intent to attempt an Optional Remarketing in the Applicable Remarketing Period, and in all cases, of the proposed Remarketing Dates and the procedures to be followed in each Remarketing, including the procedures to be followed by Holders of Separate Notes notice of a Remarketing at least thirty (30) Business Days before the related Applicable Stock Purchase Date. Such notice shall set forth:
(i) the procedures a beneficial owner must follow if it holds its Notes as a component of a Normal Common Equity Unit to elect not Debentures to participate in such a Remarketing, the applicable procedures for Holders of Corporate Units to create Treasury Units or Holders of Treasury Units to recreate Corporate Units, as the case may be, the applicable procedures for Holders of Corporate Units to effect an Early Settlement and, in the case of a Final Remarketing, applicable procedures to effect a Cash Settlement and the date by which such election applicable procedures that must be made;
(ii) the procedures followed by a beneficial owner must follow Holder of Separate Debentures if it holds Separate Notes such Holder wishes to elect to participate in exercise its Put Right or by a Holder of Corporate Units if such Remarketing; and
(iii) if the Applicable Stock Purchase Date corresponding to such Remarketing is the Second Delayed Stock Purchase Date, the procedures a beneficial owner of Normal Common Equity Units must follow in the event such Remarketing is a Failed Remarketing in order to elect Holder elects not to exercise its Put Right.
(b) On each Remarketing Settlement DateAt any time after notice is given by the Company in accordance with Section 9.01(a), other than during a Blackout Period, each outstanding Note forming part of a Normal Common Equity Unit will be tendered or deemed tendered to the applicable Remarketing Agent for Remarketing unless the Holder thereof elects not to participate in such Remarketing. Each Holder of Notes forming part of a Normal Common Equity Unit, by purchasing such Common Equity Unit, agrees to have such Notes remarketed in any Remarketing (unless such Holder elects not to participate in such Remarketing as provided in the Indenture and in the Stock Purchase Contract Agreement and Pledge Agreement) and authorizes the applicable Remarketing Agent to take any and all actions on its behalf necessary to effect such Remarketing. Each Holder of Notes forming part of a Normal Common Equity Unit shall have the right to elect not to have such Notes sold pursuant to a Remarketing, which right may be exercised by electing, no later than the close of business on the eleventh (11th) Business Day immediately before the Applicable Stock Purchase Date of such Remarketing, Cash Settlement to apply to such Normal Common Equity Unit in accordance with, and subject to, Section 5.2(b) of the Stock Purchase Contract Agreement and Section 5.6 of the Pledge Agreement.
(c) Each Holder of Separate Notes Debentures may elect to have Separate Debentures held by such Separate Notes Holder remarketed in any the applicable Remarketing by notifying for which notice was given. A Holder making such an election must notify the Custodial Agent and delivering deliver such Separate Notes Debentures to the Custodial Agent before the close of business on the twenty fifth (25th) Business Day immediately before the Applicable Stock Purchase Date of such Remarketing, in accordance with the provisions set forth in the Purchase Contract and Pledge Agreement; provided, however, that, notwithstanding anything in the Indenture to the contrary, no Holder of a Separate Note may so elect to include such Separate Note in a Remarketing unless the principal amount of such Separate Note, and the principal amount of each tranche of Component Notes forming part of such Separate Note, is an integral multiple of one thousand dollars ($1,000). No Any such notice and delivery may not be conditioned upon the level at which any the Reset Rate is established in the Remarketing or any other condition, and each such notice containing any such condition shall be null and voidRemarketing. Each Any such notice and delivery may be withdrawn before withdrawn, other than during a Blackout Period, by notifying the close of business Custodial Agent on or prior to 4:00 p.m., New York City time, on the twenty-fifth (25th) second Business Day immediately before such preceding the first day of the Applicable Stock Purchase Date Remarketing Period in accordance with the Purchase Contract and Pledge Agreement. Each Any such notice and delivery, if delivery not withdrawn in accordance with the immediately preceding sentence, shall sentence will be irrevocable with respect to such Remarketingeach Remarketing to occur during the Applicable Remarketing Period. Pursuant to Section 5.9(c) 5.02 of the Purchase Contract and Pledge Agreement, no later than 11:00 A.M.by 4:00 p.m., New York City time, time on the twenty-fourth (24th) Business Day immediately before preceding the first day of the Applicable Stock Purchase Date of a RemarketingRemarketing Period, the Custodial Agent, based on the notices and deliveries received by it before prior to such time, shall notify the applicable Remarketing Agent of the aggregate principal amount of Separate Notes Debentures surrendered for Remarketing. Pursuant and subject to Section 5.02 of the Purchase Contract and Pledge Agreement, Debentures that underlie Applicable Ownership Interests in Debentures included in Corporate Units will be tendered deemed surrendered for Remarketing (unless in such the case of a final Remarketing, the Holder thereof has duly notified the Purchase Contract Agent of its intent to effect a Cash Settlement and timely paid the Purchase Price) and will be remarketed in accordance with the terms of the Remarketing Agreement and shall cause such Separate Notes to be presented to such Remarketing Agentthe Purchase Contract and Pledge Agreement.
(d) If a Remarketing is Successful, then the applicable Remarketing Agent shall deduct the Remarketing Fee to which it is entitled as provided in Section 3.1(c)(iii) and the related Remarketing Agreement from the gross proceeds of such Remarketing and remit the net proceeds as provided in Section 3.1(c)(iii).
(e) If a Remarketing is Successful, then the Company shall issue a press release through Bloomberg Business News or another reasonable means of distribution stating that such Remarketing was Successful and specifying the Reset Rates and shall post such information on its corporate website.
(f) If a Remarketing is a Failed Remarketing, then the Company shall issue a press release through Bloomberg Business News or another reasonable means of distribution stating that such Remarketing was a Failed Remarketing and shall publish such information on its corporate website.
(gc) The right of each Holder of Remarketed Debentures to have its Notes such Debentures remarketed on any Remarketing Date and sold in connection with on any Optional Remarketing Date or Final Remarketing Date, as the case may be, shall be limited subject to the extent conditions that (ii)(A) the applicable Remarketing Agent conducts any Optional Remarketing or (i)(B) in the case of a Final Remarketing, that no Successful Optional Remarketing has occurred pursuant to the terms of the Remarketing Agreement and the Purchase Contract and Pledge Agreement; , (ii) such a Termination Event has not occurred prior to the Optional Remarketing Agent is Date or Final Remarketing Date, as the case may be, (iii) the Remarketing Agent(s) are able to find a purchaser or purchasers for the constituent Component Notes offered in such Remarketing in accordance with this Article III and Remarketed Debentures at the Remarketing Agreement; Price based on the Reset Rate and (iiiiv) such purchaser each condition precedent to settlement of the Remarketed Debentures set forth in the Remarketing Agreement is satisfied or purchasers deliver the purchase price therefor in cash to such Remarketing Agent as and when requiredwaived.
(hd) Neither the Company Trustee, the Company, nor any the Remarketing Agent Agent(s) shall be obligated in any case to provide funds to make payment upon tender surrender of Component Notes Debentures for remarketing.
Appears in 2 contracts
Samples: Supplemental Indenture (American Electric Power Co Inc), Supplemental Indenture (American Electric Power Co Inc)
Remarketing Procedures. (a) 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 Company and the Guarantor shall engage the Remarketing Agent(s) pursuant to the Remarketing Agreement for the Remarketing of the Notes into two Tranches as set forth under Section 7.05(a). The Stock Purchase Contract Agreement provides Company shall, no later than (i) in the case of an Optional Remarketing, fifteen days prior to the first day of the Optional Remarketing Period or (ii) in the case of a Final Remarketing, the third Business Day prior to the first day of the Final Remarketing Period, request that the Company shall give Holders (as defined therein) of Common Equity Depositary or its nominee notify the Beneficial Owners or Depositary Participants holding Separate Notes, Corporate Units and Treasury Units, and shall provide a copy of such request to the Company shall give Collateral Agent and the Purchase Contract Agent, in the case of an Optional Remarketing, of the Company’s intent to attempt an Optional Remarketing in the Applicable Remarketing Period, and in all cases, of the proposed Remarketing Dates and the procedures to be followed in each Remarketing, including the procedures to be followed by Holders of Separate Notes notice of a Remarketing at least thirty (30) Business Days before the related Applicable Stock Purchase Date. Such notice shall set forth:
(i) the procedures a beneficial owner must follow if it holds its Notes as a component of a Normal Common Equity Unit to elect not to participate in such a Remarketing, the applicable procedures for Holders of Corporate Units to create Treasury Units or Holders of Treasury Units to recreate Corporate Units, as the case may be, the applicable procedures for Holders of Corporate Units to effect an Early Settlement and, in the case of a Final Remarketing, applicable procedures to effect a Cash Settlement and the date by which such election applicable procedures that must be made;
(ii) the procedures followed by a beneficial owner must follow if it holds Holder of Separate Notes if such Holder wishes to elect to participate in exercise its Put Right or by a Holder if such Remarketing; and
(iii) if the Applicable Stock Purchase Date corresponding to such Remarketing is the Second Delayed Stock Purchase Date, the procedures a beneficial owner of Normal Common Equity Units must follow in the event such Remarketing is a Failed Remarketing in order to elect Holder elects not to exercise its Put Right.
(b) On each Remarketing Settlement Date, each outstanding Note forming part of a Normal Common Equity Unit will be tendered or deemed tendered to the applicable Remarketing Agent for Remarketing unless the Holder thereof elects not to participate in such Remarketing. Each Holder of Notes forming part of a Normal Common Equity Unit, by purchasing such Common Equity Unit, agrees to have such Notes remarketed in At any Remarketing (unless such Holder elects not to participate in such Remarketing as provided in the Indenture and in the Stock Purchase Contract Agreement and Pledge Agreement) and authorizes the applicable Remarketing Agent to take any and all actions on its behalf necessary to effect such Remarketing. Each Holder of Notes forming part of a Normal Common Equity Unit shall have the right to elect not to have such Notes sold pursuant time prior to a Remarketing, which right may be exercised by electingother than during a Blackout Period, no later than the close of business on the eleventh (11th) Business Day immediately before the Applicable Stock Purchase Date of such Remarketing, Cash Settlement to apply to such Normal Common Equity Unit in accordance with, and subject to, Section 5.2(b) of the Stock Purchase Contract Agreement and Section 5.6 of the Pledge Agreement.
(c) Each each Holder of Separate Notes may elect to have such Separate Notes held by such Holder remarketed in any Remarketing by notifying Remarketing. A Holder making such an election must, pursuant to the Purchase Contract and Pledge Agreement, notify the Custodial Agent and delivering deliver such Separate Notes to the Custodial Agent before the close of business on the twenty fifth (25th) Business Day immediately before the Applicable Stock Purchase Date of such Remarketing, in accordance with the provisions set forth in the Purchase Contract and Pledge Agreement; provided, however, that, notwithstanding anything in the Indenture to the contrary, no Holder of a Separate Note may so elect to include such Separate Note in a Remarketing unless the principal amount of such Separate Note, and the principal amount of each tranche of Component Notes forming part of such Separate Note, is an integral multiple of one thousand dollars ($1,000). No Any such notice and delivery may not be conditioned upon the level at which any the Reset Rate is established in the Remarketing or any other condition, and each such notice containing any such condition shall be null and voidRemarketing. Each Any such notice and delivery may be withdrawn before by notifying the close of business Custodial Agent on the twenty-fifth (25th) Business Day immediately before such Applicable Stock Purchase Date in accordance with the Pledge Agreement. Each such notice and delivery, if not withdrawn in accordance with the immediately preceding sentence, shall be irrevocable with respect or prior to such Remarketing. Pursuant to Section 5.9(c) of the Pledge Agreement, no later than 11:00 A.M.5:00 p.m., New York City time, on the twenty-fourth (24th) Business Day immediately before preceding the first day of the Applicable Stock Remarketing Period in accordance with the provisions set forth in the Purchase Date Contract and Pledge Agreement. Any such notice and delivery not withdrawn by such time will be irrevocable with respect to each Remarketing to occur during the Applicable Remarketing Period. Pursuant to Section 5.02 of the Purchase Contract and Pledge Agreement, by 11:00 a.m., New York City time, in the case of an Optional Remarketing, or promptly after 5:00 p.m., New York City time, in the case of a Final Remarketing, on the Business Day immediately preceding the first day of the Applicable Remarketing Period, the Custodial Agent, based on the notices and deliveries received by it before prior to such time, shall notify the applicable Remarketing Agent of the aggregate principal amount of Separate Notes tendered for Remarketing. Pursuant and subject to Section 5.02 of the Purchase Contract and Pledge Agreement, Notes that underlie Applicable Ownership Interests in Notes included in Corporate Units will be deemed tendered in such for Remarketing and shall cause such Separate Notes to will be presented to such remarketed in accordance with the terms of the Remarketing AgentAgreement and the Purchase Contract and Pledge Agreement.
(d) If a Remarketing is Successful, then the applicable Remarketing Agent shall deduct the Remarketing Fee to which it is entitled as provided in Section 3.1(c)(iii) and the related Remarketing Agreement from the gross proceeds of such Remarketing and remit the net proceeds as provided in Section 3.1(c)(iii).
(e) If a Remarketing is Successful, then the Company shall issue a press release through Bloomberg Business News or another reasonable means of distribution stating that such Remarketing was Successful and specifying the Reset Rates and shall post such information on its corporate website.
(f) If a Remarketing is a Failed Remarketing, then the Company shall issue a press release through Bloomberg Business News or another reasonable means of distribution stating that such Remarketing was a Failed Remarketing and shall publish such information on its corporate website.
(gc) The right of each Holder of Remarketed Notes to have its such Notes remarketed and sold in connection with on any Remarketing Date shall be limited subject to the extent conditions that (ii)(A) the applicable Remarketing Agent conducts any Optional Remarketing or (B) in the case of a Final Remarketing, that no Successful Optional Remarketing has occurred pursuant to the terms of the Remarketing Agreement; , (ii) a Termination Event has not occurred prior to such Remarketing Agent is Date, (iii) the Remarketing Agent(s) are able to find a purchaser or purchasers for the constituent Component Remarketed Notes offered in such Remarketing in accordance with this Article III and at the Remarketing Agreement; Price based on the Reset Rate and (iiiiv) such the purchaser or purchasers of the Remarketed Notes deliver the purchase price therefor in cash to such the Remarketing Agent as and when required.
(hd) Neither the Company Trustee, the Company, the Guarantor nor any the Remarketing Agent Agent(s) shall be obligated in any case to provide funds to make payment upon tender of Component Notes for remarketing.
Appears in 2 contracts
Samples: Supplemental Indenture (PPL Corp), Supplemental Indenture (PPL Corp)
Remarketing Procedures. (a) The Stock Purchase Contract Agreement provides that 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 Company shall give Holders engage the Remarketing Agent(s) pursuant to the Remarketing Agreement for the Remarketing of the Series A Notes as set forth under SECTION 9.2. The Company shall, no later than (as defined thereina) in the case of Common Equity an Optional Remarketing, five Business Days prior to the first day of the Optional Remarketing Period or (b) 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 Notes, Corporate Units and Treasury Units, and shall provide a copy of such request to the Company shall give Collateral Agent and the Purchase Contract Agent, in the case of an Optional Remarketing, of the Company’s intent to attempt an Optional Remarketing in the Applicable Remarketing Period, and in all cases, of the proposed Remarketing Dates and the procedures to be followed in each Remarketing, including the procedures to be followed by Holders of Separate Notes notice of a Remarketing at least thirty (30) Business Days before the related Applicable Stock Purchase Date. Such notice shall set forth:
(i) the procedures a beneficial owner must follow if it holds its Notes as a component of a Normal Common Equity Unit to elect not to participate in such a Remarketing, the applicable procedures for Holders of Corporate Units to create Treasury Units or Holders of Treasury Units to recreate Corporate Units, as the case may be, the applicable procedures for Holders of Corporate Units to effect an Early Settlement and, in the case of a Final Remarketing, applicable procedures to effect a Cash Settlement and the date by which such election applicable procedures that must be made;
(ii) the procedures followed by a beneficial owner must follow if it holds Holder of Separate Notes if such Holder wishes to elect to participate in exercise its Put Right or by a Holder of Corporate Units if such Remarketing; and
(iii) if the Applicable Stock Purchase Date corresponding to such Remarketing is the Second Delayed Stock Purchase Date, the procedures a beneficial owner of Normal Common Equity Units must follow in the event such Remarketing is a Failed Remarketing in order to elect Holder elects not to exercise its Put Right.
(b) On each Remarketing Settlement DateAt any time after notice is given by the Company in accordance with SECTION 9.1(a), other than during a Blackout Period, each outstanding Note forming part of a Normal Common Equity Unit will be tendered or deemed tendered to the applicable Remarketing Agent for Remarketing unless the Holder thereof elects not to participate in such Remarketing. Each Holder of Notes forming part of a Normal Common Equity Unit, by purchasing such Common Equity Unit, agrees to have such Notes remarketed in any Remarketing (unless such Holder elects not to participate in such Remarketing as provided in the Indenture and in the Stock Purchase Contract Agreement and Pledge Agreement) and authorizes the applicable Remarketing Agent to take any and all actions on its behalf necessary to effect such Remarketing. Each Holder of Notes forming part of a Normal Common Equity Unit shall have the right to elect not to have such Notes sold pursuant to a Remarketing, which right may be exercised by electing, no later than the close of business on the eleventh (11th) Business Day immediately before the Applicable Stock Purchase Date of such Remarketing, Cash Settlement to apply to such Normal Common Equity Unit in accordance with, and subject to, Section 5.2(b) of the Stock Purchase Contract Agreement and Section 5.6 of the Pledge Agreement.
(c) Each Holder of Separate Notes may elect to have such Separate Notes held by such Holder remarketed in any the applicable Remarketing by notifying for which notice was given. A Holder making such an election must notify the Custodial Agent and delivering deliver such Separate Notes to the Custodial Agent before the close of business on the twenty fifth (25th) Business Day immediately before the Applicable Stock Purchase Date of such Remarketing, in accordance with the provisions set forth in the Purchase Contract and Pledge Agreement; provided, however, that, notwithstanding anything in the Indenture to the contrary, no Holder of a Separate Note may so elect to include such Separate Note in a Remarketing unless the principal amount of such Separate Note, and the principal amount of each tranche of Component Notes forming part of such Separate Note, is an integral multiple of one thousand dollars ($1,000). No Any such notice and delivery may not be conditioned upon the level at which any the Reset Rate is established in the Remarketing or any other condition, and each such notice containing any such condition shall be null and voidRemarketing. Each Any such notice and delivery may be withdrawn before withdrawn, other than during a Blackout Period, by notifying the close of business Custodial Agent on or prior to 4:00 p.m., New York City time, on the twenty-fifth (25th) second Business Day immediately before such preceding the first day of the Applicable Stock Purchase Date Remarketing Period in accordance with the Purchase Contract and Pledge Agreement. Each Any such notice and delivery, if delivery not withdrawn in accordance with the immediately preceding sentence, shall sentence will be irrevocable with respect to such Remarketingeach Remarketing to occur during the Applicable Remarketing Period. Pursuant to Section 5.9(c) 5.02 of the Purchase Contract and Pledge Agreement, no later than 11:00 A.M.by 4:00 p.m., New York City time, time on the twenty-fourth (24th) Business Day immediately before preceding the first day of the Applicable Stock Purchase Date of a RemarketingRemarketing Period, the Custodial Agent, based on the notices and deliveries received by it before prior to such time, shall notify the applicable Remarketing Agent of the aggregate principal amount of Separate Notes surrendered for Remarketing. Pursuant and subject to Section 5.02 of the Purchase Contract and Pledge Agreement, Series A Notes that underlie Applicable Ownership Interests in Notes included in Corporate Units will be tendered deemed surrendered for Remarketing (unless in such the case of a final Remarketing, the Holder thereof has duly notified the Purchase Contract Agent of its intent to effect a Cash Settlement and timely paid the Purchase Price) and will be remarketed in accordance with the terms of the Remarketing Agreement and shall cause such Separate Notes to be presented to such Remarketing Agentthe Purchase Contract and Pledge Agreement.
(d) If a Remarketing is Successful, then the applicable Remarketing Agent shall deduct the Remarketing Fee to which it is entitled as provided in Section 3.1(c)(iii) and the related Remarketing Agreement from the gross proceeds of such Remarketing and remit the net proceeds as provided in Section 3.1(c)(iii).
(e) If a Remarketing is Successful, then the Company shall issue a press release through Bloomberg Business News or another reasonable means of distribution stating that such Remarketing was Successful and specifying the Reset Rates and shall post such information on its corporate website.
(f) If a Remarketing is a Failed Remarketing, then the Company shall issue a press release through Bloomberg Business News or another reasonable means of distribution stating that such Remarketing was a Failed Remarketing and shall publish such information on its corporate website.
(gc) The right of each Holder of Remarketed Notes to have its such Series A Notes remarketed on any Remarketing Date and sold in connection with on any Optional Remarketing Date or Final Remarketing Date, as the case may be, shall be limited subject to the extent conditions that (ii)(A) the applicable Remarketing Agent conducts any Optional Remarketing or (i)(B) in the case of a Final Remarketing, that no Successful Optional Remarketing has occurred pursuant to the terms of the Remarketing Agreement and the Purchase Contract and Pledge Agreement; , (ii) such a Termination Event has not occurred prior to the Optional Remarketing Agent is Date or Final Remarketing Date, as the case may be, (iii) the Remarketing Agent(s) are able to find a purchaser or purchasers for the constituent Component Remarketed Notes offered in such Remarketing in accordance with this Article III and at the Remarketing Agreement; Price based on the Reset Rate and (iiiiv) such purchaser each condition precedent to settlement of the Remarketed Notes set forth in the Remarketing Agreement is satisfied or purchasers deliver the purchase price therefor in cash to such Remarketing Agent as and when requiredwaived.
(hd) Neither the Company Series Trustee, the Company, nor any the Remarketing Agent Agent(s) shall be obligated in any case to provide funds to make payment upon tender surrender of Component Series A Notes for remarketing.
Appears in 2 contracts
Samples: Supplemental Indenture (Dominion Resources Inc /Va/), Fourth Supplemental Indenture (Dominion Resources Inc /Va/)
Remarketing Procedures. (a) The Stock Purchase Contract Agreement provides that the Company shall give Holders (as defined therein) of Common Equity Units, and the Company shall give Holders of Separate Notes notice of a Remarketing at least thirty (30) Business Days before the related Applicable Stock Purchase Date. Such notice shall set forth:
(i) the procedures a beneficial owner must follow if it holds its Notes as a component Upon receipt of a Normal Common Equity Unit to elect not to participate in such RemarketingClass B Remarketing Notice, and the date by which such election must be made;
(ii) the procedures a beneficial owner must follow if it holds Separate Notes to elect to participate in such Remarketing; and
(iii) if the Applicable Stock Purchase Date corresponding each holder of Class B Limited Membership Interests subject to such Class B Remarketing is the Second Delayed Stock Purchase Date, the procedures a beneficial owner of Normal Common Equity Units must follow in the event such Remarketing is a Failed Remarketing in order to elect not to exercise its Put Right.
(b) On each Remarketing Settlement Date, each outstanding Note forming part of a Normal Common Equity Unit will be tendered or deemed tendered to the applicable Remarketing Agent for Remarketing unless the Holder thereof elects not to participate in such Remarketing. Each Holder of Notes forming part of a Normal Common Equity Unit, by purchasing such Common Equity Unit, agrees to have such Notes remarketed in any Remarketing (unless such Holder elects not to participate in such Remarketing as provided in the Indenture and in the Stock Purchase Contract Agreement and Pledge Agreement) and authorizes the applicable Remarketing Agent to take any and all actions on its behalf necessary to effect such Remarketing. Each Holder of Notes forming part of a Normal Common Equity Unit Notice shall have the right to elect not to have such Notes sold pursuant to a Remarketing, which right may be exercised by electing, no later than the close of business on the eleventh (11th) Business Day immediately before the Applicable Stock Purchase Date of such Remarketing, Cash Settlement to apply to such Normal Common Equity Unit in accordance with, and subject to, Section 5.2(b) of the Stock Purchase Contract Agreement and Section 5.6 of the Pledge Agreement.
(c) Each Holder of Separate Notes may elect to have such Separate Notes remarketed in any Remarketing by notifying the Custodial Agent and delivering such Separate Notes to the Custodial Agent before the close of business on the twenty fifth (25th) Business Day immediately before the Applicable Stock Purchase Date of such Remarketing, in accordance with the Pledge Agreement; provided, however, that, notwithstanding anything in the Indenture to the contrary, no Holder of a Separate Note may so elect to include such Separate Note in a Remarketing unless the principal amount of such Separate Note, and the principal amount of each tranche of Component Notes forming part of such Separate Note, is an integral multiple of one thousand dollars ($1,000). No such notice and delivery may be conditioned upon the level at which any Reset Rate is established in the Remarketing or any other condition, and each such notice containing any such condition shall be null and void. Each such notice and delivery may be withdrawn before the close of business on the twenty-fifth (25th) Business Day immediately before such Applicable Stock Purchase Date in accordance with the Pledge Agreement. Each such notice and delivery, if not withdrawn in accordance with the immediately preceding sentence, shall be irrevocable with respect to such Remarketing. Pursuant to Section 5.9(c) of the Pledge Agreement, no later than 11:00 A.M.until 3:00 p.m., New York City time, on the twenty-fourth 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 (24tha “Designee”), notice of such holder’s election (“Class B Notice of Election”) Business Day immediately before to either (i) retain and not have all or any portion of the Applicable Stock Purchase 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 RemarketingClass 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 Custodial AgentClass 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, based on 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 notices 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 deliveries received timely delivered Class B Notices of Election stating that such Class B Limited Membership Interests will be tendered for purchase in the remarketing will be deemed tendered for purchase in the remarketing, notwithstanding any failure by it before any such holders to properly and timely deliver to the Class B Remarketing Agent or its Designee such Class B Limited Membership Interests for purchase in the Class B Remarketing.
(iii) Promptly after 4:30 p.m., New York City time, shall on each Class B Remarketing Election Date, the Class B Remarketing Agent or its Designee will notify the applicable Remarketing Agent Managing Member of the aggregate principal amount number of Separate Notes applicable Class B Limited Membership Interests to be retained by the Class B Limited Members and the number of applicable Class B Limited Membership Interests to be tendered for purchase in such Remarketing and shall cause such Separate Notes to be presented to such Remarketing Agentthe Class B Remarketing.
(div) If all of the holders of Class B Limited Membership Interests subject to a Class B Remarketing is SuccessfulNotice deliver Class B Notices of Election indicating that they wish to retain all of such Class B Limited Membership Interests, then the new Fixed Rate will be the rate determined by the Remarketing Agent or its Designee, in its sole discretion, as the rate that would have been established with respect to the Preferred Return Capital set forth in the Class B Remarketing Notice had a Class B Remarketing been held on the applicable Class B Remarketing Agent shall deduct the Remarketing Fee to which it is entitled as provided in Section 3.1(c)(iii) and the related Remarketing Agreement from the gross proceeds of such Remarketing and remit the net proceeds as provided in Section 3.1(c)(iii)Date.
(ev) If On each Class B Remarketing Date, the Class B Remarketing Agent or its Designee will use commercially reasonable efforts to remarket, at a price equal to the Class B Mandatory Purchase Price at a Fixed Rate determined with respect to the Preferred Return Capital set forth in the Class B Remarketing is SuccessfulNotice, the applicable Class B Limited Membership Interests tendered or deemed tendered for purchase. If, as a result of such efforts, the Class B Remarketing Agent or its Designee determines that it will be able to remarket all of the applicable Class B Limited Membership Interests tendered or deemed tendered for purchase in such Class B Remarketing at a Fixed Rate and at the Class B Mandatory Purchase Price, then prior to 3:00 p.m., New York City time, on such Class B Remarketing Date, the Company shall issue a press release through Bloomberg Business News Class B Remarketing Agent or another reasonable means of distribution stating that such Remarketing was Successful and specifying the Reset Rates and shall post such information on its corporate website.
(f) If a Remarketing is a Failed Remarketing, then the Company shall issue a press release through Bloomberg Business News or another reasonable means of distribution stating that such Remarketing was a Failed Remarketing and shall publish such information on its corporate website.
(g) The right of each Holder to have its Notes remarketed and sold in connection with any Remarketing shall be limited to the extent that Designee will determine (i) the applicable Fixed Rate, which will be the rate per annum (rounded to the nearest one-thousandth (0.001) of one percent per annum) which the Class B Remarketing Agent conducts a Remarketing pursuant or its Designee determines, in its sole judgment, to be the terms lowest fixed rate per annum, if any, that will enable it to remarket all of the Remarketing Agreement; applicable Class B Limited Membership Interests tendered or deemed tendered for remarketing at the Class B Mandatory Repurchase Price and (ii) such the Applicable Class B Credit Spread.
(vi) If the Class B Remarketing Agent or its Designee is able unable to find remarket by 4:00 p.m., New York City time, on the third Business Day prior to the Class B Settlement Date, all of the applicable Class B Limited Membership Interests tendered or deemed tendered for purchase at the Class B Mandatory Purchase Price, the Class B Preferred Return Rate for the applicable Series of Class B Limited Membership Interests shall be the Floating Rate. In such case, none of the applicable Class B Limited Membership Interests will be sold in the Class B Remarketing and each holder thereof will continue to hold such Class B Limited Membership Interests at the Floating Rate.
(vii) If any holder selling Class B Limited Membership Interests in a Class B Remarketing fails to deliver such Class B Limited Membership Interests, then the selling holder shall be deemed to not have tendered any of its Class B Limited Membership Interests, such sale and purchase shall fail, and such holder shall be solely liable for any damages suffered by its purchaser or purchasers for the constituent Component Notes offered in as a result of such Remarketing in accordance with this Article III and the Remarketing Agreement; and (iii) such purchaser or purchasers deliver the purchase price therefor in cash failure to such Remarketing Agent as and when requireddeliver.
(hviii) Neither the Company nor any Class B Remarketing Agent shall nor its Designee is obligated to purchase any Class B Limited Membership Interests that would otherwise remain unsold in a remarketing. Neither the Class B Remarketing Agent nor its Designee will be obligated in any case to provide funds to make payment upon tender of Component Notes Class B Limited Membership Interests for remarketinga Class B Remarketing.
(ix) The right of each holder of Class B Limited Membership Interests subject to a Class B Remarketing Notice shall be limited to the extent that: (i) the Class B Remarketing Agent or its Designee conducts a Class B Remarketing pursuant to the terms of the applicable Class B Remarketing Agreement; (ii) the applicable Class B Limited Membership Interests have not been called for purchase pursuant to Section 11.9; (iii) the Class B Remarketing Agent or its Designee is able to find a purchaser or purchasers for all of the tendered Class B Limited Membership Interests; (iv) the number of such purchasers will not cause the Company to be classified as a PTP; and (v) such purchaser or purchasers deliver the purchase price and the Purchaser’s Letter therefor to the Class B Remarketing Agent or its Designee.
(x) Upon a successful Class B Remarketing, the new Fixed Rate so established will be in effect for the applicable Fixed Rate Period, which Fixed Rate Period shall begin on the applicable Class B Reset Date and end on the day before the next Scheduled Reset Date but in no event shall such Fixed Rate Period be less than 6 months in duration. Class B Preferred Distributions with respect to the applicable Series of Class B Limited Membership Interests will be made quarterly in arrears determined based on the Class B Remarketing Date.
(xi) If the Managing Member elects not to remarket any Series of Class B Limited Membership Interests to a new Fixed Rate on any Class B Reset Date occurring at the end of any Fixed Rate Period (other than the Initial Fixed Rate Period), or if the Company is unable to successfully remarket all of the Class B Limited Membership Interests tendered for sale in a Class B Remarketing, distributions on the applicable Series of Class B Limited Membership Interests will thereafter be made at the Floating Rate, subject to the right of the Company to subsequently remarket such Series of Class B Limited Membership Interests. The Company may elect to remarket such Series of Class B Limited Membership Interests prior to any Class B Distribution Date in order to again establish a Fixed Rate for a Fixed Rate Period (to be in effect after the expiration of the then current Class B Distribution Period).
Appears in 2 contracts
Samples: Limited Liability Company Agreement (General Mills Inc), Limited Liability Company Agreement (General Mills Inc)
Remarketing Procedures. (a) The Stock Purchase Contract Agreement provides that Unless a Special Event Redemption, a Successful Optional Remarketing or a Termination Event has occurred prior to the Applicable Remarketing Period, the Company shall give Holders (as defined thereinengage the Remarketing Agent(s) pursuant to the Remarketing Agreement for the Remarketing of Common Equity the Debentures. The Company will, not later than 15 days prior to the first day of the Applicable Remarketing Period, request that the Depositary or its nominee notify the Beneficial Owners or Depositary Participants holding Separate Debentures, Corporate Units and Treasury Units, and shall provide a copy of such request to the Company shall give Collateral Agent and the Purchase Contract Agent, in the case of an Optional Remarketing, of the Company’s intent to attempt an Optional Remarketing in the Applicable Remarketing Period, and in all cases, of the proposed Remarketing Date or Dates and the procedures to be followed in each Remarketing, including the procedures to be followed by Holders of Separate Notes notice of a Remarketing at least thirty (30) Business Days before the related Applicable Stock Purchase Date. Such notice shall set forth:
(i) the procedures a beneficial owner must follow if it holds its Notes as a component of a Normal Common Equity Unit to elect not Debentures to participate in such a Remarketing, the applicable procedures for holders of Corporate Units to create Treasury Units or holders of Treasury Units to recreate Corporate Units, the applicable procedures for holders of Corporate Units to effect an Early Settlement and, in the case of a Final Remarketing, applicable procedures to effect a Cash Settlement and the date by which such election applicable procedures that must be made;
(ii) the procedures followed by a beneficial owner must follow Holder of Separate Debentures if it holds Separate Notes such Holder wishes to elect to participate in exercise its Put Right or by a Holder if such Remarketing; and
(iii) if the Applicable Stock Purchase Date corresponding to such Remarketing is the Second Delayed Stock Purchase Date, the procedures a beneficial owner of Normal Common Equity Units must follow in the event such Remarketing is a Failed Remarketing in order to elect Holder elects not to exercise its Put Right.
(b) On each Remarketing Settlement Date, each outstanding Note forming part of a Normal Common Equity Unit will be tendered or deemed tendered to the applicable Remarketing Agent for Remarketing unless the Holder thereof elects not to participate in such Remarketing. Each Holder of Notes forming part of a Normal Common Equity Unit, by purchasing such Common Equity Unit, agrees to have such Notes remarketed in any Remarketing (unless such Holder elects not to participate in such Remarketing as provided in the Indenture and in the Stock Purchase Contract Agreement and Pledge Agreement) and authorizes the applicable Remarketing Agent to take any and all actions on its behalf necessary to effect such Remarketing. Each Holder of Notes forming part of a Normal Common Equity Unit shall have the right to elect not to have such Notes sold pursuant to a Remarketing, which right may be exercised by electing, no later than the close of business on the eleventh (11th) Business Day immediately before the Applicable Stock Purchase Date of such Remarketing, Cash Settlement to apply to such Normal Common Equity Unit in accordance with, and subject to, Section 5.2(b) of the Stock Purchase Contract Agreement and Section 5.6 of the Pledge Agreement.
(c) Each Holder of Separate Notes Debentures may elect to have Separate Debentures held by such Separate Notes Holder remarketed in any Remarketing by notifying Remarketing. A Holder making such an election must, pursuant to the Purchase Contract and Pledge Agreement, notify the Custodial Agent and delivering deliver such Separate Notes Debentures to the Custodial Agent before the close of business on the twenty fifth (25th) Business Day immediately before the Applicable Stock Purchase Date of such Remarketing, in accordance with the Pledge Agreement; provided, however, that, notwithstanding anything in the Indenture prior to the contrary, no Holder of a Separate Note may so elect to include such Separate Note in a Remarketing unless the principal amount of such Separate Note, and the principal amount of each tranche of Component Notes forming part of such Separate Note, is an integral multiple of one thousand dollars ($1,000). No such notice and delivery may be conditioned upon the level at which any Reset Rate is established in the Remarketing or any other condition, and each such notice containing any such condition shall be null and void. Each such notice and delivery may be withdrawn before the close of business on the twenty-fifth (25th) Business Day immediately before such Applicable Stock Purchase Date in accordance with the Pledge Agreement. Each such notice and delivery, if not withdrawn in accordance with the immediately preceding sentence, shall be irrevocable with respect to such Remarketing. Pursuant to Section 5.9(c) of the Pledge Agreement, no later than 11:00 A.M.5:00 p.m., New York City time, on the twenty-fourth (24th) second Business Day immediately before preceding the first day of the Applicable Stock Remarketing Period (but no earlier than the Interest Payment Date immediately preceding such first day). 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 prior to 5:00 p.m., New York City time, on the second Business Day immediately preceding the first day of the Applicable Remarketing Period in accordance with the provisions set forth in the Purchase Date Contract and Pledge Agreement. Any such notice and delivery not withdrawn by such time will be irrevocable with respect to each Remarketing to occur during the Applicable Remarketing Period. Pursuant to Sections 5.02 and 5.03 of the Purchase Contract and Pledge Agreement, by 11:00 a.m., New York City time, in the case of an Optional Remarketing, or promptly after 5:00 p.m., New York City time, in the case of a Final Remarketing, on the Business Day immediately preceding the first day of the Applicable Remarketing Period, the Custodial Agent, based on the notices and deliveries received by it before prior to such time, shall notify the applicable Remarketing Agent of the aggregate principal amount of Separate Notes Debentures tendered for Remarketing. Pursuant and subject to Section 5.02 or 5.03 of the Purchase Contract and Pledge Agreement, Debentures that underlie Applicable Ownership Interests in Debentures included in Corporate Units will be deemed tendered in such for Remarketing and shall cause such Separate Notes to will be presented to such remarketed in accordance with the terms of the Remarketing AgentAgreement and the Purchase Contract and Pledge Agreement.
(d) If a Remarketing is Successful, then the applicable Remarketing Agent shall deduct the Remarketing Fee to which it is entitled as provided in Section 3.1(c)(iii) and the related Remarketing Agreement from the gross proceeds of such Remarketing and remit the net proceeds as provided in Section 3.1(c)(iii).
(e) If a Remarketing is Successful, then the Company shall issue a press release through Bloomberg Business News or another reasonable means of distribution stating that such Remarketing was Successful and specifying the Reset Rates and shall post such information on its corporate website.
(f) If a Remarketing is a Failed Remarketing, then the Company shall issue a press release through Bloomberg Business News or another reasonable means of distribution stating that such Remarketing was a Failed Remarketing and shall publish such information on its corporate website.
(gc) The right of each Holder of Remarketed Debentures to have its Notes such Debentures remarketed and sold in connection with on any Remarketing Date shall be limited subject to the extent conditions that (ii)(A) the applicable Remarketing Agent conducts any Optional Remarketing or (B) in the case of a Final Remarketing, that no Successful Optional Remarketing has occurred pursuant to the terms of the Remarketing Agreement; , (ii) neither a Special Event Redemption nor a Termination Event has occurred prior to such Remarketing Agent is Date, (iii) the Remarketing Agent(s) are able to find a purchaser or purchasers for the constituent Component Notes offered in such Remarketing in accordance with this Article III and Remarketed Debentures at the Remarketing Agreement; Price based on the Reset Rate and (iiiiv) such the purchaser or purchasers of the Remarketed Debentures deliver the purchase price therefor in cash to such the Remarketing Agent as and when required.
(hd) Neither the Trustee, the Company nor any the Remarketing Agent Agent(s) shall be obligated in any case to provide funds to make payment upon tender of Component Notes Debentures for remarketing.
Appears in 2 contracts
Samples: First Supplemental Indenture (Archer Daniels Midland Co), First Supplemental Indenture (Archer Daniels Midland Co)
Remarketing Procedures. (a) The Stock Purchase Contract Agreement provides Company will request, not later than 15 nor more than 30 calendar days prior to the Remarketing Date that the Company shall give Clearing Agency notify the Holders (as defined therein) of Common Equity Units, the Debentures and the Company shall give Holders holders of Separate Notes notice Income PRIDES and Growth PRIDES of a the Remarketing at least thirty (30) Business Days before the related Applicable Stock Purchase Date. Such notice shall set forth:
(i) and of the procedures a beneficial owner must follow if it holds its Notes as a component of a Normal Common Equity Unit to elect not to participate in such Remarketing, and the date by which such election that must be made;
(ii) followed if a Holder of Debentures wishes to exercise such Holder's rights with respect to the procedures a beneficial owner must follow Put Option if it holds Separate Notes to elect to participate in such Remarketing; and
(iii) if the Applicable Stock Purchase Date corresponding to such Remarketing is the Second Delayed Stock Purchase Date, the procedures a beneficial owner of Normal Common Equity Units must follow in the event such Remarketing there is a Failed Remarketing in order to elect not to exercise its Put RightRemarketing.
(b) On each Remarketing Settlement Date, each outstanding Note forming part of a Normal Common Equity Unit will be tendered or deemed tendered to the applicable Remarketing Agent for Remarketing unless the Holder thereof elects not to participate in such Remarketing. Each Holder of Notes forming part of a Normal Common Equity Unit, by purchasing such Common Equity Unit, agrees to have such Notes remarketed in any Remarketing (unless such Holder elects not to participate in such Remarketing as provided in the Indenture and in the Stock Purchase Contract Agreement and Pledge Agreement) and authorizes the applicable Remarketing Agent to take any and all actions on its behalf necessary to effect such Remarketing. Each Holder of Notes forming part of a Normal Common Equity Unit shall have the right to elect not to have such Notes sold pursuant to a Remarketing, which right may be exercised by electing, no Not later than the close of business on the eleventh (11th) Business Day immediately before the Applicable Stock Purchase Date of such Remarketing, Cash Settlement to apply to such Normal Common Equity Unit in accordance with, and subject to, Section 5.2(b) of the Stock Purchase Contract Agreement and Section 5.6 of the Pledge Agreement.
(c) Each Holder of Separate Notes may elect to have such Separate Notes remarketed in any Remarketing by notifying the Custodial Agent and delivering such Separate Notes to the Custodial Agent before the close of business on the twenty fifth (25th) Business Day immediately before the Applicable Stock Purchase Date of such Remarketing, in accordance with the Pledge Agreement; provided, however, that, notwithstanding anything in the Indenture to the contrary, no Holder of a Separate Note may so elect to include such Separate Note in a Remarketing unless the principal amount of such Separate Note, and the principal amount of each tranche of Component Notes forming part of such Separate Note, is an integral multiple of one thousand dollars ($1,000). No such notice and delivery may be conditioned upon the level at which any Reset Rate is established in the Remarketing or any other condition, and each such notice containing any such condition shall be null and void. Each such notice and delivery may be withdrawn before the close of business on the twenty-fifth (25th) Business Day immediately before such Applicable Stock Purchase Date in accordance with the Pledge Agreement. Each such notice and delivery, if not withdrawn in accordance with the immediately preceding sentence, shall be irrevocable with respect to such Remarketing. Pursuant to Section 5.9(c) of the Pledge Agreement, no later than 11:00 A.M.5:00 P.M., New York City time, on the twenty-fourth (24th) fifth Business Day immediately before preceding the Applicable Stock Purchase Contract Settlement Date, each Holder of the Debentures may elect to have Debentures held by such Holder remarketed. Under Section 5.4 of the Purchase Contract Agreement, Holders of Income PRIDES that do not give notice of intention to make a Cash Settlement of their related Purchase Contracts shall be deemed to have consented to the disposition of the Debentures comprising a component of such Income PRIDES. Holders of Debentures that are not a component of Income PRIDES shall give notice of their election to have such Debentures remarketed to the Custodial Agent pursuant to the Pledge Agreement. Any such notice shall be irrevocable after 5:00 P.M., New York City time, on the fifth Business Day immediately preceding the Purchase Contract Settlement Date of a Remarketingand may not be conditioned upon the level at which the Reset Rate is established. Promptly after 5:30 P.M., New York City time, on such fifth Business Day, the Custodial AgentProperty Trustee, based on the notices and deliveries received by it before prior to such timetime (including notices from the Purchase Contract Agent as to Purchase Contracts for which Cash Settlement has been elected), shall notify the applicable Trust, the Company and the Remarketing Agent of the aggregate principal amount number of Separate Notes Debentures to be tendered for purchase.
(c) If any Holder of Income PRIDES does not give a notice of its intention to make a Cash Settlement or gives a notice of election to tender Debentures as described in Section 10.2(b), the Debentures of such Holder shall be deemed tendered, notwithstanding any failure by such Holder to deliver or properly deliver such Debentures to the Remarketing and shall cause such Separate Notes to be presented to such Remarketing AgentAgent for purchase.
(d) If a Remarketing is Successful, then the applicable Remarketing Agent shall deduct the Remarketing Fee to which it is entitled as provided in Section 3.1(c)(iii) and the related Remarketing Agreement from the gross proceeds of such Remarketing and remit the net proceeds as provided in Section 3.1(c)(iii).
(e) If a Remarketing is Successful, then the Company shall issue a press release through Bloomberg Business News or another reasonable means of distribution stating that such Remarketing was Successful and specifying the Reset Rates and shall post such information on its corporate website.
(f) If a Remarketing is a Failed Remarketing, then the Company shall issue a press release through Bloomberg Business News or another reasonable means of distribution stating that such Remarketing was a Failed Remarketing and shall publish such information on its corporate website.
(g) The right of each Holder to have its Notes remarketed and sold in connection with any Remarketing Debentures tendered for purchase shall be limited to the extent that (i) the applicable Remarketing Agent conducts a Remarketing remarketing pursuant to the terms of the Remarketing Agreement; , (ii) such Debentures tendered have not been called for redemption, (iii) the Remarketing Agent is able to find a purchaser or purchasers for the constituent Component Notes offered in such Remarketing in accordance with this Article III and the Remarketing Agreement; tendered Debentures and (iiiiv) such purchaser or purchasers deliver the purchase price therefor in cash to such the Remarketing Agent.
(e) On the Remarketing Date, the Remarketing Agent shall use commercially reasonable efforts to remarket at a price equal to approximately 100.5% of the aggregate principal amount thereof, Debentures tendered or deemed tendered for purchase.
(f) If none of the Holders elect to have Debentures held by them remarketed, the Reset Rate shall be the rate determined by the Remarketing Agent, subject to the terms of the Remarketing Agreement, as and when requiredthe rate that would have been established had a remarketing been held on the Remarketing Date.
(g) If the Remarketing Agent has determined that it will be able to remarket all Debentures tendered or deemed tendered prior to 4:00 P.M., New York City time, on the Remarketing Date, the Remarketing Agent shall determine the Reset Rate, which shall be the rate per annum (rounded to the nearest one-thousandth (0.001) of one percent per annum) which the Remarketing Agent determines, subject to the terms of the Remarketing Agreement, to be the lowest rate per annum that will enable it to remarket all Debentures tendered or deemed tendered for remarketing.
(h) If, by 4:00 P.M., New York City time, on the Remarketing Date, the Remarketing Agent is unable to remarket all Debentures tendered or deemed tendered for purchase, a failed remarketing ("Failed Remarketing") shall be deemed to have occurred and the Remarketing Agent shall so advise by telephone the Collateral Agent, Company, Property Trustee, Delaware Trustee and Clearing Agency.
(i) By approximately 4:30 P.M., New York City time, on the Remarketing Date, provided that there has not been a Failed Remarketing, the Remarketing Agent shall advise, by telephone (i) the Collateral Agent, Company, Property Trustee, Delaware Trustee and Clearing Agency of the Reset Rate determined in the Remarketing and the number of Debentures sold in the remarketing, (ii) each purchaser (or the Clearing Agency Participant thereof) of the Reset Rate and the number of Debentures such purchaser is to purchase and (iii) each purchaser to give instructions to its Clearing Agency Participant to pay the purchase price on the Purchase Contract Settlement Date in same day funds against delivery of the Debentures purchased through the facilities of the Clearing Agency.
(j) In accordance with the Clearing Agency's normal procedures, on the Purchase Contract Settlement Date, the transactions described above with respect to each Debenture tendered for purchase and sold in the remarketing shall be executed through the Clearing Agency, and the accounts of the respective Clearing Agency Participants shall be debited and credited and such Debentures delivered by book entry as necessary to effect purchases and sales of such Debentures. The Clearing Agency shall make payment in accordance with its normal procedures.
(k) If any Holder selling Debentures in the remarketing fails to deliver such Debentures, the Clearing Agency Participant of such selling Holder and of any other person that was to have purchased Debentures in the remarketing may deliver to any such other person a number of Debentures that is less than the number of Debentures that otherwise was to be purchased by such person. In such event, the number of Debentures to be so delivered shall be determined by such Clearing Agency Participant, and delivery of such lesser number of Debentures shall constitute good delivery.
(l) The Remarketing Agent is not obligated to purchase any Debentures that would otherwise remain unsold in a remarketing. Neither the Trust, any Trustee, the Company nor any the Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of Component Notes Debentures for remarketing.
(m) The tender and settlement procedures set in this Section 10.2, including provisions for payment by purchasers of Debentures in the remarketing, shall be subject to modification, notwithstanding any provision to the contrary set forth herein, to the extent required by the Clearing Agency or if the book-entry system is no longer available for the Debentures at the time of the remarketing, to facilitate the tendering and remarketing of Debentures in certificated form. In addition, the Remarketing Agent may, notwithstanding any provision to the contrary set forth herein, modify the settlement procedures set forth herein in order to facilitate the settlement process.
Appears in 2 contracts
Samples: First Supplemental Indenture (Lincoln National Corp), First Supplemental Indenture (Lincoln National Corp)
Remarketing Procedures. (a) The Stock Purchase Contract Agreement provides that 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 Company shall give Holders engage the Remarketing Agent(s) pursuant to the Remarketing Agreement for the Remarketing of the Notes as set forth under Section 9.2. The Company shall, no later than (as defined thereina) in the case of Common Equity an Optional Remarketing, five Business Days prior to the first day of the Optional Remarketing Period or (b) 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 Notes, Corporate Units and Treasury Units, and shall provide a copy of such request to the Company shall give Collateral Agent and the Purchase Contract Agent, in the case of an Optional Remarketing, of the Company’s intent to attempt an Optional Remarketing in the Applicable Remarketing Period, and in all cases, of the proposed Remarketing Dates and the procedures to be followed in each Remarketing, including the procedures to be followed by Holders of Separate Notes notice of a Remarketing at least thirty (30) Business Days before the related Applicable Stock Purchase Date. Such notice shall set forth:
(i) the procedures a beneficial owner must follow if it holds its Notes as a component of a Normal Common Equity Unit to elect not to participate in such a Remarketing, and the date by which such election applicable procedures for Holders of Corporate Units to create Treasury Units or Holders of Treasury Units to recreate Corporate Units, as the case may be, the applicable procedures for Holders of Corporate Units to effect an Early Settlement and, in the case of a Final Remarketing, applicable procedures to effect a Cash Settlement, the applicable procedures that must be made;
(ii) the procedures followed by a beneficial owner must follow if it holds Holder of Separate Notes if such Holder wishes to elect to participate in exercise its Put Right or by a Holder of Corporate Units if such Remarketing; and
(iii) if the Applicable Stock Purchase Date corresponding to such Remarketing is the Second Delayed Stock Purchase Date, the procedures a beneficial owner of Normal Common Equity Units must follow in the event such Remarketing is a Failed Remarketing in order to elect Holder elects not to exercise its Put Right, and any elections the Company has made in connection with such Remarketing.
(b) On each Remarketing Settlement DateAt any time after notice is given by the Company in accordance with Section 9.1(a), other than during a Blackout Period, each outstanding Note forming part of a Normal Common Equity Unit will be tendered or deemed tendered to the applicable Remarketing Agent for Remarketing unless the Holder thereof elects not to participate in such Remarketing. Each Holder of Notes forming part of a Normal Common Equity Unit, by purchasing such Common Equity Unit, agrees to have such Notes remarketed in any Remarketing (unless such Holder elects not to participate in such Remarketing as provided in the Indenture and in the Stock Purchase Contract Agreement and Pledge Agreement) and authorizes the applicable Remarketing Agent to take any and all actions on its behalf necessary to effect such Remarketing. Each Holder of Notes forming part of a Normal Common Equity Unit shall have the right to elect not to have such Notes sold pursuant to a Remarketing, which right may be exercised by electing, no later than the close of business on the eleventh (11th) Business Day immediately before the Applicable Stock Purchase Date of such Remarketing, Cash Settlement to apply to such Normal Common Equity Unit in accordance with, and subject to, Section 5.2(b) of the Stock Purchase Contract Agreement and Section 5.6 of the Pledge Agreement.
(c) Each Holder of Separate Notes may elect to have such Separate Notes held by such Holder remarketed in any the applicable Remarketing by notifying for which notice was given. A Holder making such an election must notify the Custodial Agent and delivering deliver such Separate Notes to the Custodial Agent before the close of business on the twenty fifth (25th) Business Day immediately before the Applicable Stock Purchase Date of such Remarketing, in accordance with the provisions set forth in the Purchase Contract and Pledge Agreement; provided, however, that, notwithstanding anything in the Indenture to the contrary, no Holder of a Separate Note may so elect to include such Separate Note in a Remarketing unless the principal amount of such Separate Note, and the principal amount of each tranche of Component Notes forming part of such Separate Note, is an integral multiple of one thousand dollars ($1,000). No Any such notice and delivery may not be conditioned upon the level at which any the Reset Rate is established in the Remarketing or any other condition, and each such notice containing any such condition shall be null and voidRemarketing. Each Any such notice and delivery may be withdrawn before withdrawn, other than during a Blackout Period, by notifying the close of business Custodial Agent on or prior to 4:00 p.m., New York City time, on the twenty-fifth (25th) second Business Day immediately before such preceding the first day of the Applicable Stock Purchase Date Remarketing Period in accordance with the Purchase Contract and Pledge Agreement. Each Any such notice and delivery, if delivery not withdrawn in accordance with the immediately preceding sentence, shall sentence will be irrevocable with respect to such Remarketingeach Remarketing to occur during the Applicable Remarketing Period. Pursuant to Section 5.9(c) 5.02 of the Purchase Contract and Pledge Agreement, no later than 11:00 A.M.by (or, in the case of a Final Remarketing, promptly after) 4:00 p.m., New York City time, time on the twenty-fourth (24th) Business Day immediately before preceding the first day of the Applicable Stock Purchase Date of a RemarketingRemarketing Period, the Custodial Agent, based on the notices and deliveries received by it before prior to such time, shall notify the applicable Remarketing Agent of the aggregate principal amount of Separate Notes surrendered for Remarketing. Pursuant and subject to Section 5.02 of the Purchase Contract and Pledge Agreement, Notes that underlie Applicable Ownership Interests in Notes included in Corporate Units will be tendered deemed surrendered for Remarketing (unless in such the case of a Final Remarketing, the Holder thereof has duly notified the Purchase Contract Agent of its intent to effect a Cash Settlement and timely paid the Purchase Price) and will be remarketed in accordance with the terms of the Remarketing Agreement and shall cause such Separate Notes to be presented to such Remarketing Agentthe Purchase Contract and Pledge Agreement.
(d) If a Remarketing is Successful, then the applicable Remarketing Agent shall deduct the Remarketing Fee to which it is entitled as provided in Section 3.1(c)(iii) and the related Remarketing Agreement from the gross proceeds of such Remarketing and remit the net proceeds as provided in Section 3.1(c)(iii).
(e) If a Remarketing is Successful, then the Company shall issue a press release through Bloomberg Business News or another reasonable means of distribution stating that such Remarketing was Successful and specifying the Reset Rates and shall post such information on its corporate website.
(f) If a Remarketing is a Failed Remarketing, then the Company shall issue a press release through Bloomberg Business News or another reasonable means of distribution stating that such Remarketing was a Failed Remarketing and shall publish such information on its corporate website.
(gc) The right of each Holder of Remarketed Notes to have its such Notes remarketed on any Remarketing Date and sold in connection with on any Optional Remarketing Date or Final Remarketing Date, as the case may be, shall be limited subject to the extent conditions that (ii)(A) the applicable Remarketing Agent conducts any Optional Remarketing or (i)(B) in the case of a Final Remarketing, that no Successful Optional Remarketing has occurred pursuant to the terms of the Remarketing Agreement and the Purchase Contract and Pledge Agreement; , (ii) such a Termination Event has not occurred prior to the Optional Remarketing Agent is Date or Final Remarketing Date, as the case may be, (iii) the Remarketing Agent(s) are able to find a purchaser or purchasers for the constituent Component Remarketed Notes offered in such Remarketing in accordance with this Article III and at the Remarketing Agreement; Price based on the Reset Rate and (iiiiv) such purchaser each condition precedent to settlement of the Remarketed Notes set forth in the Remarketing Agreement is satisfied or purchasers deliver the purchase price therefor in cash to such Remarketing Agent as and when requiredwaived.
(hd) Neither the Company Trustee, the Company, nor any the Remarketing Agent Agent(s) shall be obligated in any case to provide funds to make payment upon tender surrender of Component Notes for remarketing.
Appears in 1 contract
Remarketing Procedures. (a) The Property Trustee will give Holders hereunder, the Stock Purchase Contract Agreement provides that the Company shall Stock Purchase Agent will give Holders (as defined therein) of Common Equity UnitsSPACES, and the Company shall Depositor will request that DTC give Holders of Separate Notes to its participants holding Common SPACES or STACKS, notice of a Remarketing at least thirty (30) 21 Business Days before prior to the related Applicable Stock Purchase Remarketing Date. Such notice shall will set forth:
(i) whether for Distribution Periods commencing on or after the Remarketing Settlement Date the Debentures will pay interest (and, accordingly, the STACKS will pay distributions) in cash or instead will accrete interest and Distributions, as applicable, together with the applicable Distribution Dates and related record dates;
(ii) any change in the Debenture Stated Maturity Date and Scheduled Redemption Date and, if applicable, the date on and after which the Depositor will have the right to redeem the Debentures (resulting in a redemption by the Issuer Trust of the STACKS);
(iii) whether the Depositor’s obligations under the Debentures and the Guarantee Agreement will remain subordinated after the Remarketing Settlement Date;
(iv) any other changes in the terms of the Debentures or the STACKS notified by the Depositor in connection with such Remarketing pursuant to Section 10.2 (including, if the Remarketing Settlement Date is August 15, 2008 and the Remarketing is a Failed Remarketing, any change in the Debenture Stated Maturity Date and Scheduled Redemption Date and, if applicable, the date on or after which the Depositor will have the right to redeem the Debentures (resulting in a redemption by the Issuer of the SPACES));
(v) the procedures a beneficial owner must follow if it holds its Notes STACKS as a component of a Normal Common Equity Unit SPACES to elect not to participate in such Remarketing, the Remarketing and the date by which such election must be made;
(iivi) the procedures a beneficial owner must follow if it holds Separate Notes STACKS to elect to participate in such the Remarketing; and
(iiivii) if in the Applicable Stock Purchase Date corresponding to such case of a Remarketing is for settlement on the Second Delayed Stock Purchase August 15, 2008 Remarketing Settlement Date, the procedures a beneficial owner of Normal Common Equity Units must follow in the event such Remarketing is a Failed Remarketing in order to elect not if such beneficial owner holds Separate STACKS to exercise its Put Right.
(b) On each any Remarketing Settlement Date, each all outstanding Note forming part of a STACKS included in Normal Common Equity Unit SPACES will be tendered or deemed tendered to the applicable Remarketing Agent for Remarketing unless the Holder thereof elects not to participate in such the Remarketing. Each Holder of Notes forming part of a STACKS included in Normal Common Equity UnitSPACES, by purchasing such Common Equity Unit, STACKS agrees to have such Notes STACKS remarketed in on any Remarketing Date (unless such Holder elects not to participate in such the Remarketing as provided in the Indenture and in the Stock Purchase Contract Agreement and Pledge Agreementherein) and authorizes the applicable Remarketing Agent to take any and all actions action on its behalf necessary to effect such the Remarketing. Each On any Remarketing Date, each Holder of Notes forming part of a STACKS included in Normal Common Equity Unit shall SPACES will have the right to elect not to have such Notes sold pursuant to a Remarketing, which right may be exercised its STACKS remarketed by electing, no later than giving notice and taking the close of business on the eleventh (11th) Business Day immediately before the Applicable Stock Purchase Date of such Remarketing, Cash Settlement to apply to such Normal Common Equity Unit other actions provided for in accordance with, and subject to, Section 5.2(b) of the Stock Purchase Contract Agreement and Section 5.6 5.05 of the Pledge Agreement.
(c) Each Holder of Separate Notes STACKS may elect to have such Holder’s Separate Notes STACKS remarketed in any Remarketing by notifying Remarketing. A Holder making such an election must, pursuant to the Pledge Agreement, notify the Custodial Agent and delivering deliver such Separate Notes STACKS to the Custodial Agent before on or prior to 5:00 P.M., New York City time, on or prior to the close of business on the twenty fifth (25th) Business Day immediately before preceding the Applicable Stock Purchase applicable Remarketing Date of such Remarketing, in accordance with (but no earlier than the Pledge Agreement; provided, however, that, notwithstanding anything in Distribution Date immediately preceding the Indenture to the contrary, no Holder of a Separate Note may so elect to include such Separate Note in a applicable Remarketing unless the principal amount of such Separate Note, and the principal amount of each tranche of Component Notes forming part of such Separate Note, is an integral multiple of one thousand dollars ($1,000Date). No Any such notice and delivery may not be conditioned upon the level at which any the Reset Rate is established in the Remarketing or any other condition, and each such notice containing any such condition shall be null and void. Each Any such notice and delivery may be withdrawn before the close of business on or prior to 5:00 P.M., New York City time, on the twenty-fifth (25th) Business Day immediately before such Applicable Stock Purchase preceding the applicable Remarketing Date in accordance with the provisions set forth in the Pledge Agreement. Each Any such notice and delivery, if delivery not withdrawn in accordance with the immediately preceding sentence, shall by such time will be irrevocable with respect to such Remarketing. Pursuant to Section 5.9(c5.07(c) of the Pledge Agreement, no later than promptly after 11:00 A.M., New York City time, on the twenty-fourth (24th) Business Day immediately before preceding the Applicable Stock Purchase Date of a Remarketingapplicable Remarketing Date, the Custodial Agent, based on the notices and deliveries received by it before prior to such time, shall notify the applicable Remarketing Agent of the aggregate principal amount Initial Liquidation Amount of Separate Notes STACKS to be tendered in such for Remarketing and shall cause such Separate Notes STACKS to be presented to such the Remarketing Agent.
(d) If the Remarketing on a Remarketing Date is Successful, then the applicable Remarketing Agent shall deduct the Remarketing Agent’s Fee to which it is entitled as provided in Section 3.1(c)(iii) 10.1 and the related Remarketing Agreement from the gross proceeds of such Remarketing and remit the net remaining proceeds to the Property Trustee in accordance with Section 10.1(a)(iii) for application as provided in Section 3.1(c)(iii)therein.
(e) If by 4:00 P.M., New York City time, on any Remarketing Date the Remarketing Agent has found buyers for all of the STACKS offered in the Remarketing in accordance with this Article X, a Successful Remarketing is Successfulshall be deemed to have occurred. In the event of a Successful Remarketing, then the Company Depositor shall issue a press release through Bloomberg Business News or another other reasonable means of distribution stating that such Remarketing was Successful successful and specifying the Reset Rates Rate and shall post such information on its corporate websitewebsite on the World Wide Web.
(f) If If, by 4:00 P.M., New York City time, on any Remarketing Date the Remarketing Agent is unable to find buyers for all of the STACKS offered in the Remarketing in accordance with this Article X, a Failed Remarketing is shall be deemed to have occurred. In the event of a Failed Remarketing, then the Company Depositor shall issue a press release through Bloomberg Business News or another other reasonable means of distribution stating that such Remarketing was a Failed Remarketing and, if such Failed Remarketing was for settlement on August 15, 2008, stating the aggregate principal amount of Debentures that the Depositor will be required to repurchase as required pursuant to Section 2.7 of the Indenture Supplement, and shall the related aggregate Accreted Liquidation Amount of STACKS that the Issuer Trust will be required to purchase pursuant to Section 10.5, and publish such information on its corporate websitewebsite on the World Wide Web.
(g) The right of each Holder (whether of Separate STACKS or of STACKS included in Normal Common SPACES) to have its Notes STACKS remarketed and sold in connection with any Remarketing shall be limited to the extent that (i) the applicable Remarketing Agent conducts a Remarketing pursuant to the terms of the Remarketing Agreement; , (ii) such the Remarketing Agent is able to find a purchaser or purchasers for the constituent Component Notes STACKS offered in such the Remarketing in accordance with this Article III X and the Remarketing Agreement; , and (iii) such the purchaser or purchasers deliver the purchase price therefor in cash to such the Remarketing Agent as and when required.
(h) Neither the Company Property Trustee, the Depositor nor any the Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of Component Notes STACKS for remarketing.
Appears in 1 contract
Remarketing Procedures. (a) The Stock Pursuant to the Remarketing Agreement and as described below, the Company (i) during the Period for Early Remarketing may, at its option, select one or more Three-Business Day Remarketing Periods consisting of three successive Remarketing Dates on each of which it shall cause the Remarketing Agent to remarket, in whole (but not in part), unless the Notes have previously been successfully remarketed in accordance with the provisions of the Remarketing Agreement or a Special Event Redemption shall have occurred or will occur on or prior to the last possible Reset Effective Date related to the applicable Three-Business Day Remarketing Period, (A) the Pledged Notes of Corporate Units holders included in the Corporate Units, and (B) any Separate Notes of Holders who have elected in the manner set forth in the Purchase Contract and Pledge Agreement provides and the Remarketing Agreement to have their Notes so remarketed, for settlement on the Reset Effective Date, and (ii) shall, unless the Notes have previously been successfully remarketed in accordance with the provisions of the Remarketing Agreement or a Special Event Redemption Date shall have occurred or will occur on or prior to the Purchase Contract Settlement Date, cause the Remarketing Agent to remarket, in whole (but not in part), on each Remarketing Date during the Final Three-Business Day Remarketing Period, (A) the Pledged Notes of Corporate Unit holders who have not already settled the Purchase Contracts included in their Corporate Units and who have failed to notify the Purchase Contract Agent, on or prior to the seventh Business Day immediately preceding the Purchase Contract Settlement Date, of their intention to settle such Purchase Contracts in cash, and (B) any Separate Notes of Holders who have elected in the manner set forth herein to have their Notes so remarketed, for settlement on the Purchase Contract Settlement Date. The Company may select a Three-Business Day Remarketing Period during the Period for Early Remarketing by designating each of the three sequential Remarketing Dates to comprise such Three-Business Day Remarketing Period; provided that no Remarketing Date during the Period for Early Remarketing shall occur earlier than December 27, 2010 or later than June 17, 2011.
(b) The Company will request, not less than 10 Business Days prior to each Remarketing Announcement Date, that the Depositary (or any successor or its nominee) notify the Depositary participants holding Notes, Corporate Units and Treasury Units of the Remarketing.
(c) On the Remarketing Announcement Date, the Company shall give Holders make an announcement regarding the proposed Remarketing of the Notes (as defined therein) of Common Equity Units, and the Company “Remarketing Announcement”). The Remarketing Announcement shall give Holders of Separate Notes notice of a Remarketing at least thirty (30) Business Days before specify the related Applicable Stock Purchase Date. Such notice shall set forthfollowing:
(i) the procedures a beneficial owner must follow if it holds its Notes as a component of a Normal Common Equity Unit to elect not to participate in such Remarketing, and the date by which such election must be made;
(ii) the procedures a beneficial owner must follow if it holds Separate Notes to elect to participate in such Remarketing; and
(iiiA) if the Applicable Stock Purchase Date corresponding Remarketing Announcement relates to a Remarketing to occur during the Period for Early Remarketing, that the Notes may be remarketed on any or all of the sixth, seventh and eighth Business Days following such Remarketing is the Second Delayed Stock Purchase Announcement Date, the procedures a beneficial owner of Normal Common Equity Units must follow in the event such Remarketing is a Failed Remarketing in order to elect not to exercise its Put Right.
(b) On each Remarketing Settlement Date, each outstanding Note forming part of a Normal Common Equity Unit will be tendered or deemed tendered to the applicable Remarketing Agent for Remarketing unless the Holder thereof elects not to participate in such Remarketing. Each Holder of Notes forming part of a Normal Common Equity Unit, by purchasing such Common Equity Unit, agrees to have such Notes remarketed in any Remarketing (unless such Holder elects not to participate in such Remarketing as provided in the Indenture and in the Stock Purchase Contract Agreement and Pledge Agreement) and authorizes the applicable Remarketing Agent to take any and all actions on its behalf necessary to effect such Remarketing. Each Holder of Notes forming part of a Normal Common Equity Unit shall have the right to elect not to have such Notes sold pursuant to a Remarketing, which right may be exercised by electing, no later than the close of business on the eleventh (11th) Business Day immediately before the Applicable Stock Purchase Date of such Remarketing, Cash Settlement to apply to such Normal Common Equity Unit in accordance with, and subject to, Section 5.2(b) of the Stock Purchase Contract Agreement and Section 5.6 of the Pledge Agreement.
(c) Each Holder of Separate Notes may elect to have such Separate Notes remarketed in any Remarketing by notifying the Custodial Agent and delivering such Separate Notes to the Custodial Agent before the close of business on the twenty fifth (25th) Business Day immediately before the Applicable Stock Purchase Date of such Remarketing, in accordance with the Pledge Agreement; provided, however, that, notwithstanding anything in the Indenture to the contrary, no Holder of a Separate Note may so elect to include such Separate Note in a Remarketing unless the principal amount of such Separate Note, and the principal amount of each tranche of Component Notes forming part of such Separate Note, is an integral multiple of one thousand dollars ($1,000). No such notice and delivery may be conditioned upon the level at which any Reset Rate is established in the Remarketing or any other condition, and each such notice containing any such condition shall be null and void. Each such notice and delivery may be withdrawn before the close of business on the twenty-fifth (25th) Business Day immediately before such Applicable Stock Purchase Date in accordance with the Pledge Agreement. Each such notice and delivery, if not withdrawn in accordance with the immediately preceding sentence, shall be irrevocable with respect to such Remarketing. Pursuant to Section 5.9(c) of the Pledge Agreement, no later than 11:00 A.M., New York City time, on the twenty-fourth (24th) Business Day immediately before the Applicable Stock Purchase Date of a Remarketing, the Custodial Agent, based on the notices and deliveries received by it before such time, shall notify the applicable Remarketing Agent of the aggregate principal amount of Separate Notes to be tendered in such Remarketing and shall cause such Separate Notes to be presented to such Remarketing Agent.
(d) If a Remarketing is Successful, then the applicable Remarketing Agent shall deduct the Remarketing Fee to which it is entitled as provided in Section 3.1(c)(iii) and the related Remarketing Agreement from the gross proceeds of such Remarketing and remit the net proceeds as provided in Section 3.1(c)(iii).
(e) If a Remarketing is Successful, then the Company shall issue a press release through Bloomberg Business News or another reasonable means of distribution stating that such Remarketing was Successful and specifying the Reset Rates and shall post such information on its corporate website.
(f) If a Remarketing is a Failed Remarketing, then the Company shall issue a press release through Bloomberg Business News or another reasonable means of distribution stating that such Remarketing was a Failed Remarketing and shall publish such information on its corporate website.
(g) The right of each Holder to have its Notes remarketed and sold in connection with any Remarketing shall be limited to the extent that (i) the applicable Remarketing Agent conducts a Remarketing pursuant to the terms of the Remarketing Agreement; (ii) such Remarketing Agent is able to find a purchaser or purchasers for the constituent Component Notes offered in such Remarketing in accordance with this Article III and the Remarketing Agreement; and (iii) such purchaser or purchasers deliver the purchase price therefor in cash to such Remarketing Agent as and when required.
(h) Neither the Company nor any Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of Component Notes for remarketing.;
Appears in 1 contract
Remarketing Procedures. (a) The Stock Purchase Contract Agreement provides Company shall request, not later than 15 nor more than 30 calendar days prior to the Remarketing Date that the Company shall give Depositary notify the Holders (as defined therein) of Common Equity Units, the Debentures and the Company shall give Holders holders of Separate Notes notice FELINE PRIDES of a the Remarketing at least thirty (30) Business Days before the related Applicable Stock Purchase Date. Such notice shall set forth:
(i) and of the procedures a beneficial owner must follow if it holds its Notes as a component of a Normal Common Equity Unit to elect not to participate in such Remarketing, and the date by which such election that must be made;
(ii) followed if a Holder of Debentures wishes to exercise such Holder's rights with respect to the procedures a beneficial owner must follow Put Option if it holds Separate Notes to elect to participate in such Remarketing; and
(iii) if the Applicable Stock Purchase Date corresponding to such Remarketing is the Second Delayed Stock Purchase Date, the procedures a beneficial owner of Normal Common Equity Units must follow in the event such Remarketing there is a Failed Remarketing in order to elect not to exercise its Put RightRemarketing.
(b) On each Remarketing Settlement Date, each outstanding Note forming part of a Normal Common Equity Unit will be tendered or deemed tendered to the applicable Remarketing Agent for Remarketing unless the Holder thereof elects not to participate in such Remarketing. Each Holder of Notes forming part of a Normal Common Equity Unit, by purchasing such Common Equity Unit, agrees to have such Notes remarketed in any Remarketing (unless such Holder elects not to participate in such Remarketing as provided in the Indenture and in the Stock Purchase Contract Agreement and Pledge Agreement) and authorizes the applicable Remarketing Agent to take any and all actions on its behalf necessary to effect such Remarketing. Each Holder of Notes forming part of a Normal Common Equity Unit shall have the right to elect not to have such Notes sold pursuant to a Remarketing, which right may be exercised by electing, no Not later than the close of business on the eleventh (11th) Business Day immediately before the Applicable Stock Purchase Date of such Remarketing, Cash Settlement to apply to such Normal Common Equity Unit in accordance with, and subject to, Section 5.2(b) of the Stock Purchase Contract Agreement and Section 5.6 of the Pledge Agreement.
(c) Each Holder of Separate Notes may elect to have such Separate Notes remarketed in any Remarketing by notifying the Custodial Agent and delivering such Separate Notes to the Custodial Agent before the close of business on the twenty fifth (25th) Business Day immediately before the Applicable Stock Purchase Date of such Remarketing, in accordance with the Pledge Agreement; provided, however, that, notwithstanding anything in the Indenture to the contrary, no Holder of a Separate Note may so elect to include such Separate Note in a Remarketing unless the principal amount of such Separate Note, and the principal amount of each tranche of Component Notes forming part of such Separate Note, is an integral multiple of one thousand dollars ($1,000). No such notice and delivery may be conditioned upon the level at which any Reset Rate is established in the Remarketing or any other condition, and each such notice containing any such condition shall be null and void. Each such notice and delivery may be withdrawn before the close of business on the twenty-fifth (25th) Business Day immediately before such Applicable Stock Purchase Date in accordance with the Pledge Agreement. Each such notice and delivery, if not withdrawn in accordance with the immediately preceding sentence, shall be irrevocable with respect to such Remarketing. Pursuant to Section 5.9(c) of the Pledge Agreement, no later than 11:00 A.M.5:00 P.M., New York City time, on the twenty-fourth (24th) fifth Business Day immediately before preceding the Applicable Stock Purchase Contract Settlement Date, each Holder of the Debentures may elect to have Debentures held by such Holder remarketed. Under Section 5.4 of the Purchase Contract Agreement, Holders of Income PRIDES that do not give notice of their intention to make a Cash Settlement of their related Purchase Contracts in the manner specified in such Section shall be deemed to have consented to the tender for purchase of the Debentures comprising a component of such Income PRIDES. Holders of Debentures that are not a component of Income PRIDES shall give notice of their election to have such Securities remarketed to the Custodial Agent pursuant to the Pledge Agreement. Any such notice shall be irrevocable after 5:00 P.M., New York City time, on the fifth Business Day immediately preceding the Purchase Contract Settlement Date of a Remarketingand may not be conditioned upon the level at which the Reset Rate is established. Promptly after 5:30 P.M., New York City time, on such fifth Business Day, the Custodial AgentTrustee, based on the notices and deliveries received by it before prior to such timetime (including notices from the Purchase Contract Agent as to Purchase Contracts as to which Cash Settlement has been elected), shall notify the applicable Trust, the Company and the Remarketing Agent of the aggregate principal amount number of Separate Notes Debentures to be tendered for purchase.
(c) If any Holder of Income PRIDES does not give a notice of intention to make a Cash Settlement or gives a notice of election to tender Debentures as described in Section 10.2(b), the Debentures of such Holder shall be deemed tendered, notwithstanding any failure by such Holder to deliver or properly deliver such Debentures to the Remarketing and shall cause such Separate Notes to be presented to such Remarketing AgentAgent for purchase.
(d) If a Remarketing is Successful, then the applicable Remarketing Agent shall deduct the Remarketing Fee to which it is entitled as provided in Section 3.1(c)(iii) and the related Remarketing Agreement from the gross proceeds of such Remarketing and remit the net proceeds as provided in Section 3.1(c)(iii).
(e) If a Remarketing is Successful, then the Company shall issue a press release through Bloomberg Business News or another reasonable means of distribution stating that such Remarketing was Successful and specifying the Reset Rates and shall post such information on its corporate website.
(f) If a Remarketing is a Failed Remarketing, then the Company shall issue a press release through Bloomberg Business News or another reasonable means of distribution stating that such Remarketing was a Failed Remarketing and shall publish such information on its corporate website.
(g) The right of each Holder to have its Notes remarketed and sold in connection with any Remarketing Debentures tendered for purchase shall be limited to the extent that (i) the applicable Remarketing Agent conducts a Remarketing remarketing pursuant to the terms of the Remarketing Agreement; , (ii) such Debentures tendered have not been called for redemption, (iii) the Remarketing Agent is able to find a purchaser or purchasers for the constituent Component Notes offered in such Remarketing in accordance with this Article III and the Remarketing Agreement; tendered Debentures and (iiiiv) such purchaser or purchasers deliver the purchase price therefor in cash to such the Remarketing Agent.
(e) On the Remarketing Date, the Remarketing Agent shall use commercially reasonable efforts to remarket, at a price equal to 100% of the aggregate principal amount thereof, Debentures tendered or deemed tendered for purchase.
(f) If none of the Holders elect to have Debentures held by them remarketed, the Reset Rate shall be the rate determined by the Remarketing Agent, in its sole discretion, as and when requiredthe rate that would have been established had a remarketing been held on the Remarketing Date.
(g) If the Remarketing Agent has determined that it will be able to remarket all Debentures tendered or deemed tendered for purchase at a price of at least 100% of the aggregate principal amount thereof prior to 4:00 P.M., New York City time, on the Remarketing Date, the Remarketing Agent shall determine the Reset Rate, which shall be the rate per annum (rounded to the nearest one-thousandth (0.001) of one percent per annum) which the Remarketing Agent determines, in its sole judgment, to be the lowest rate per annum that will enable it to remarket all Debentures tendered or deemed tendered for remarketing.
(h) If, by 4:00 P.M., New York City time, on the Remarketing Date, the Remarketing Agent is unable to remarket all Debentures tendered or deemed tendered for purchase, a Failed Remarketing shall be deemed to have occurred and the Remarketing Agent shall so advise by telephone the Clearing Agency, the Trustee, the Company and the Collateral Agent.
(i) By approximately 4:30 P.M., New York City time, on the Remarketing Date, provided that there has not been a Failed Remarketing, the Remarketing Agent shall advise, by telephone (i) the Clearing Agency, the Trustee, the Company and the Collateral Agent of the Reset Rate determined in the Remarketing and the number of Debentures sold in such remarketing, (ii) each purchaser (or the Depositary Participant thereof) of the Reset Rate and the number of Debentures such purchaser is to purchase and (iii) each purchaser to give instructions to its Clearing Agency Participant to pay the purchase price on the Purchase Contract Settlement Date in same day funds against delivery of the Debentures purchased through the facilities of the Clearing Agency.
(j) In accordance with the Clearing Agency's normal procedures, on the Purchase Contract Settlement Date, the transactions described above with respect to each Debenture tendered for purchase and sold in the remarketing shall be executed through the Clearing Agency, and the accounts of the respective Clearing Agency, Participants shall be debited and credited and such Debentures delivered by book entry as necessary to effect purchases and sales of such Debentures. The Clearing Agency shall make payment in accordance with its normal procedures.
(k) If any holder selling Debentures in the remarketing fails to deliver such Debentures, the Participant of such selling holder and of any other person that was to have purchased Debentures in the remarketing may deliver to any such other person a number of Debentures that is less than the number of Debentures that otherwise was to be purchased by such person. In such event, the number of Debentures to be so delivered shall be determined by such Clearing Agency Participant, and delivery of such lesser number of Debentures shall constitute good delivery.
(l) The Remarketing Agent is not obligated to purchase any Debentures that would otherwise remain unsold in a remarketing. Neither the Trust, any Trustee, the Company nor any the Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of Component Notes Debentures for remarketing.
(m) The tender and settlement procedures set in this Section 10.02, including provisions for payment by purchasers of Securities in the Remarketing, shall be subject to modification, notwithstanding any provision to the contrary set forth herein, to the extent required by the Clearing Agency or if the book- entry system is no longer available for the Debentures at the time of the remarketing, to facilitate the tendering and remarketing of Debentures in certificated form. In addition, the Remarketing Agent may, notwithstanding any provision to the contrary set forth herein, modify the settlement procedures set forth herein in order to facilitate the settlement process.
Appears in 1 contract
Remarketing Procedures. (a) The Stock Pursuant to the Remarketing Agreement and as described below, the Company (i) during the Period for Early Remarketing may, at its option, select one or more Three-Business Day Remarketing Periods consisting of three successive Remarketing Dates on each of which it shall cause the Remarketing Agent to remarket, in whole (but not in part), unless the Notes have previously been successfully remarketed in accordance with the provisions of the Remarketing Agreement or a Special Event Redemption shall have occurred or will occur on or prior to the last possible Remarketing Date related to the applicable Three-Business Day Remarketing Period, (A) the Pledged Notes of Corporate Units Holders included in the Corporate Units, and (B) any Separate Notes of Holders who have elected in the manner set forth in the Purchase Contract and Pledge Agreement provides and the Remarketing Agreement to have their Notes so remarketed, for settlement on the Reset Effective Date, and (ii) shall, unless the Notes have previously been successfully remarketed in accordance with the provisions of the Remarketing Agreement or a Special Event Redemption Date shall have occurred or will occur on or prior to the Purchase Contract Settlement Date, cause the Remarketing Agent to remarket, in whole (but not in part), on each Remarketing Date during the Final Three-Business Day Remarketing Period, (A) the Pledged Notes of Corporate Unit Holders who have not already settled the Purchase Contracts included in their Corporate Units and who have failed to notify the Purchase Contract Agent, on or prior to the seventh Business Day immediately preceding the Purchase Contract Settlement Date, of their intention to settle such Purchase Contracts in cash, and (B) any Separate Notes of Holders who have elected in the manner set forth herein to have their Notes so remarketed, for settlement on the Purchase Contract Settlement Date. The Company may select a Three-Business Day Remarketing Period during the Period for Early Remarketing by designating each of the three sequential Remarketing Dates to comprise such Three-Business Day Remarketing Period; provided that no Remarketing Date during the Period for Early Remarketing shall occur earlier than December 1, 2011 or later than May 1, 2012.
(b) The Company will request, not less than 10 Business Days prior to each Remarketing Announcement Date, that the Depository (or any successor or its nominee) notify the Depository participants holding Notes, Corporate Units and Treasury Units of the Remarketing.
(c) On the Remarketing Announcement Date, the Company shall give Holders make an announcement regarding the proposed Remarketing of the Notes (as defined therein) of Common Equity Units, and the Company “Remarketing Announcement”). The Remarketing Announcement shall give Holders of Separate Notes notice of a Remarketing at least thirty (30) Business Days before specify the related Applicable Stock Purchase Date. Such notice shall set forthfollowing:
(i) the procedures a beneficial owner must follow if it holds its Notes as a component of a Normal Common Equity Unit to elect not to participate in such Remarketing, and the date by which such election must be made;
(ii) the procedures a beneficial owner must follow if it holds Separate Notes to elect to participate in such Remarketing; and
(iiiA) if the Applicable Stock Purchase Date corresponding Remarketing Announcement relates to a Remarketing to occur during the Period for Early Remarketing, that the Notes may be remarketed on any or all of the sixth, seventh and eighth Business Days following such Remarketing is the Second Delayed Stock Purchase Announcement Date, the procedures a beneficial owner of Normal Common Equity Units must follow in the event such Remarketing is a Failed Remarketing in order to elect not to exercise its Put Right.
(b) On each Remarketing Settlement Date, each outstanding Note forming part of a Normal Common Equity Unit will be tendered or deemed tendered to the applicable Remarketing Agent for Remarketing unless the Holder thereof elects not to participate in such Remarketing. Each Holder of Notes forming part of a Normal Common Equity Unit, by purchasing such Common Equity Unit, agrees to have such Notes remarketed in any Remarketing (unless such Holder elects not to participate in such Remarketing as provided in the Indenture and in the Stock Purchase Contract Agreement and Pledge Agreement) and authorizes the applicable Remarketing Agent to take any and all actions on its behalf necessary to effect such Remarketing. Each Holder of Notes forming part of a Normal Common Equity Unit shall have the right to elect not to have such Notes sold pursuant to a Remarketing, which right may be exercised by electing, no later than the close of business on the eleventh (11th) Business Day immediately before the Applicable Stock Purchase Date of such Remarketing, Cash Settlement to apply to such Normal Common Equity Unit in accordance with, and subject to, Section 5.2(b) of the Stock Purchase Contract Agreement and Section 5.6 of the Pledge Agreement.
(c) Each Holder of Separate Notes may elect to have such Separate Notes remarketed in any Remarketing by notifying the Custodial Agent and delivering such Separate Notes to the Custodial Agent before the close of business on the twenty fifth (25th) Business Day immediately before the Applicable Stock Purchase Date of such Remarketing, in accordance with the Pledge Agreement; provided, however, that, notwithstanding anything in the Indenture to the contrary, no Holder of a Separate Note may so elect to include such Separate Note in a Remarketing unless the principal amount of such Separate Note, and the principal amount of each tranche of Component Notes forming part of such Separate Note, is an integral multiple of one thousand dollars ($1,000). No such notice and delivery may be conditioned upon the level at which any Reset Rate is established in the Remarketing or any other condition, and each such notice containing any such condition shall be null and void. Each such notice and delivery may be withdrawn before the close of business on the twenty-fifth (25th) Business Day immediately before such Applicable Stock Purchase Date in accordance with the Pledge Agreement. Each such notice and delivery, if not withdrawn in accordance with the immediately preceding sentence, shall be irrevocable with respect to such Remarketing. Pursuant to Section 5.9(c) of the Pledge Agreement, no later than 11:00 A.M., New York City time, on the twenty-fourth (24th) Business Day immediately before the Applicable Stock Purchase Date of a Remarketing, the Custodial Agent, based on the notices and deliveries received by it before such time, shall notify the applicable Remarketing Agent of the aggregate principal amount of Separate Notes to be tendered in such Remarketing and shall cause such Separate Notes to be presented to such Remarketing Agent.
(d) If a Remarketing is Successful, then the applicable Remarketing Agent shall deduct the Remarketing Fee to which it is entitled as provided in Section 3.1(c)(iii) and the related Remarketing Agreement from the gross proceeds of such Remarketing and remit the net proceeds as provided in Section 3.1(c)(iii).
(e) If a Remarketing is Successful, then the Company shall issue a press release through Bloomberg Business News or another reasonable means of distribution stating that such Remarketing was Successful and specifying the Reset Rates and shall post such information on its corporate website.
(f) If a Remarketing is a Failed Remarketing, then the Company shall issue a press release through Bloomberg Business News or another reasonable means of distribution stating that such Remarketing was a Failed Remarketing and shall publish such information on its corporate website.
(g) The right of each Holder to have its Notes remarketed and sold in connection with any Remarketing shall be limited to the extent that (i) the applicable Remarketing Agent conducts a Remarketing pursuant to the terms of the Remarketing Agreement; (ii) such Remarketing Agent is able to find a purchaser or purchasers for the constituent Component Notes offered in such Remarketing in accordance with this Article III and the Remarketing Agreement; and (iii) such purchaser or purchasers deliver the purchase price therefor in cash to such Remarketing Agent as and when required.
(h) Neither the Company nor any Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of Component Notes for remarketing.or
Appears in 1 contract
Samples: First Supplemental Indenture (Assured Guaranty LTD)
Remarketing Procedures. (a) The Stock Purchase Contract Agreement provides that 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 Company shall give Holders engage the Remarketing Agent(s) pursuant to the Remarketing Agreement for the Remarketing of the Series A-2 Notes as set forth under SECTION 9.2. The Company shall, no later than (as defined thereina) in the case of Common Equity an Optional Remarketing, five Business Days prior to the first day of the Optional Remarketing Period or (b) 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 Notes, Corporate Units and Treasury Units, and shall provide a copy of such request to the Company shall give Collateral Agent and the Purchase Contract Agent, in the case of an Optional Remarketing, of the Company’s intent to attempt an Optional Remarketing in the Applicable Remarketing Period, and in all cases, of the proposed Remarketing Dates and the procedures to be followed in each Remarketing, including the procedures to be followed by Holders of Separate Notes notice of a Remarketing at least thirty (30) Business Days before the related Applicable Stock Purchase Date. Such notice shall set forth:
(i) the procedures a beneficial owner must follow if it holds its Notes as a component of a Normal Common Equity Unit to elect not to participate in such a Remarketing, the applicable procedures for Holders of Corporate Units to create Treasury Units or Holders of Treasury Units to recreate Corporate Units, as the case may be, the applicable procedures for Holders of Corporate Units to effect an Early Settlement and, in the case of a Final Remarketing, applicable procedures to effect a Cash Settlement and the date by which such election applicable procedures that must be made;
(ii) the procedures followed by a beneficial owner must follow if it holds Holder of Separate Notes if such Holder wishes to elect to participate in exercise its Put Right or by a Holder of Corporate Units if such Remarketing; and
(iii) if the Applicable Stock Purchase Date corresponding to such Remarketing is the Second Delayed Stock Purchase Date, the procedures a beneficial owner of Normal Common Equity Units must follow in the event such Remarketing is a Failed Remarketing in order to elect Holder elects not to exercise its Put Right.
(b) On each Remarketing Settlement DateAt any time after notice is given by the Company in accordance with SECTION 9.1(a), other than during a Blackout Period, each outstanding Note forming part of a Normal Common Equity Unit will be tendered or deemed tendered to the applicable Remarketing Agent for Remarketing unless the Holder thereof elects not to participate in such Remarketing. Each Holder of Notes forming part of a Normal Common Equity Unit, by purchasing such Common Equity Unit, agrees to have such Notes remarketed in any Remarketing (unless such Holder elects not to participate in such Remarketing as provided in the Indenture and in the Stock Purchase Contract Agreement and Pledge Agreement) and authorizes the applicable Remarketing Agent to take any and all actions on its behalf necessary to effect such Remarketing. Each Holder of Notes forming part of a Normal Common Equity Unit shall have the right to elect not to have such Notes sold pursuant to a Remarketing, which right may be exercised by electing, no later than the close of business on the eleventh (11th) Business Day immediately before the Applicable Stock Purchase Date of such Remarketing, Cash Settlement to apply to such Normal Common Equity Unit in accordance with, and subject to, Section 5.2(b) of the Stock Purchase Contract Agreement and Section 5.6 of the Pledge Agreement.
(c) Each Holder of Separate Notes may elect to have such Separate Notes held by such Holder remarketed in any the applicable Remarketing by notifying for which notice was given. A Holder making such an election must notify the Custodial Agent and delivering deliver such Separate Notes to the Custodial Agent before the close of business on the twenty fifth (25th) Business Day immediately before the Applicable Stock Purchase Date of such Remarketing, in accordance with the provisions set forth in the Purchase Contract and Pledge Agreement; provided, however, that, notwithstanding anything in the Indenture to the contrary, no Holder of a Separate Note may so elect to include such Separate Note in a Remarketing unless the principal amount of such Separate Note, and the principal amount of each tranche of Component Notes forming part of such Separate Note, is an integral multiple of one thousand dollars ($1,000). No Any such notice and delivery may not be conditioned upon the level at which any the Reset Rate is established in the Remarketing or any other condition, and each such notice containing any such condition shall be null and voidRemarketing. Each Any such notice and delivery may be withdrawn before withdrawn, other than during a Blackout Period, by notifying the close of business Custodial Agent on or prior to 4:00 p.m., New York City time, on the twenty-fifth (25th) second Business Day immediately before such preceding the first day of the Applicable Stock Purchase Date Remarketing Period in accordance with the Purchase Contract and Pledge Agreement. Each Any such notice and delivery, if delivery not withdrawn in accordance with the immediately preceding sentence, shall sentence will be irrevocable with respect to such Remarketingeach Remarketing to occur during the Applicable Remarketing Period. Pursuant to Section 5.9(c) 5.02 of the Purchase Contract and Pledge Agreement, no later than 11:00 A.M.by 4:00 p.m., New York City time, time on the twenty-fourth (24th) Business Day immediately before preceding the first day of the Applicable Stock Purchase Date of a RemarketingRemarketing Period, the Custodial Agent, based on the notices and deliveries received by it before prior to such time, shall notify the applicable Remarketing Agent of the aggregate principal amount of Separate Notes surrendered for Remarketing. Pursuant and subject to Section 5.02 of the Purchase Contract and Pledge Agreement, Series A-2 Notes that underlie Applicable Ownership Interests in Notes included in Corporate Units will be tendered deemed surrendered for Remarketing (unless in such the case of a final Remarketing, the Holder thereof has duly notified the Purchase Contract Agent of its intent to effect a Cash Settlement and timely paid the Purchase Price) and will be remarketed in accordance with the terms of the Remarketing Agreement and shall cause such Separate Notes to be presented to such Remarketing Agentthe Purchase Contract and Pledge Agreement.
(d) If a Remarketing is Successful, then the applicable Remarketing Agent shall deduct the Remarketing Fee to which it is entitled as provided in Section 3.1(c)(iii) and the related Remarketing Agreement from the gross proceeds of such Remarketing and remit the net proceeds as provided in Section 3.1(c)(iii).
(e) If a Remarketing is Successful, then the Company shall issue a press release through Bloomberg Business News or another reasonable means of distribution stating that such Remarketing was Successful and specifying the Reset Rates and shall post such information on its corporate website.
(f) If a Remarketing is a Failed Remarketing, then the Company shall issue a press release through Bloomberg Business News or another reasonable means of distribution stating that such Remarketing was a Failed Remarketing and shall publish such information on its corporate website.
(gc) The right of each Holder of Remarketed Notes to have its such Series A-2 Notes remarketed on any Remarketing Date and sold in connection with on any Optional Remarketing Date or Final Remarketing Date, as the case may be, shall be limited subject to the extent conditions that (ii)(A) the applicable Remarketing Agent conducts any Optional Remarketing or (i)(B) in the case of a Final Remarketing, that no Successful Optional Remarketing has occurred pursuant to the terms of the Remarketing Agreement and the Purchase Contract and Pledge Agreement; , (ii) such a Termination Event has not occurred prior to the Optional Remarketing Agent is Date or Final Remarketing Date, as the case may be, (iii) the Remarketing Agent(s) are able to find a purchaser or purchasers for the constituent Component Remarketed Notes offered in such Remarketing in accordance with this Article III and at the Remarketing Agreement; Price based on the Reset Rate and (iiiiv) such purchaser each condition precedent to settlement of the Remarketed Notes set forth in the Remarketing Agreement is satisfied or purchasers deliver the purchase price therefor in cash to such Remarketing Agent as and when requiredwaived.
(hd) Neither the Company Series Trustee, the Company, nor any the Remarketing Agent Agent(s) shall be obligated in any case to provide funds to make payment upon tender surrender of Component Series A-2 Notes for remarketing.
Appears in 1 contract
Samples: Supplemental Indenture (Dominion Resources Inc /Va/)
Remarketing Procedures. (a) The Stock Purchase Contract Agreement provides that In the case of an Optional Remarketing, unless a Termination Event or a Trigger Event has occurred prior to the Optional Remarketing Period; or in the case of a Final Remarketing, unless a Successful Optional Remarketing, a Triggered Early Settlement or a Termination Event has occurred prior to the Final Remarketing Period; or in the case of a Triggered Early Remarketing, if a Trigger Event has occurred prior to the first day in the Optional Remarketing Window, the Company shall give Holders engage the Remarketing Agent(s) pursuant to the Remarketing Agreement for the Remarketing of the Notes. The Company shall, no later than (as defined thereini) in the case of Common Equity an Optional Remarketing, fifteen days prior to the first day of the Optional Remarketing Period, (ii) in the case of a Final Remarketing, the later of October 21, 2015 and the Business Day following the last day of any Optional Remarketing Period ending on or prior to October 23, 2015 or (iii) in the case of a Triggered Early Remarketing Event, fifteen calendar days prior to the first day of the Triggered Early Remarketing Period, request that the Depositary or its nominee notify the Beneficial Owners or Depositary Participants holding Separate Notes, Corporate Units and Treasury Units, and shall provide a copy of such request to the Company shall give Collateral Agent and the Purchase Contract Agent, in the case of an Optional Remarketing, of the Company’s intent to attempt an Optional Remarketing in the Applicable Remarketing Period, and in all cases, of the proposed Remarketing Dates and the procedures to be followed in each Remarketing, including the procedures to be followed by Holders of Separate Notes notice of a Remarketing at least thirty (30) Business Days before the related Applicable Stock Purchase Date. Such notice shall set forth:
(i) the procedures a beneficial owner must follow if it holds its Notes as a component of a Normal Common Equity Unit to elect not to participate in such a Remarketing, the applicable procedures for Holders of Corporate Units to create Treasury Units or Holders of Treasury Units to recreate Corporate Units, as the case may be, the applicable procedures for Holders of Corporate Units to effect an Early Settlement and, in the case of a Final Remarketing or a Triggered Early Remarketing, applicable procedures for Holders of Corporate Units to create Cash Settled Units and the date by which such election applicable procedures that must be made;
(ii) the procedures followed by a beneficial owner must follow if it holds Holder of Separate Notes if such Holder wishes to elect to participate in exercise its Put Right or by a Holder if such Remarketing; and
(iii) if the Applicable Stock Purchase Date corresponding to such Remarketing is the Second Delayed Stock Purchase Date, the procedures a beneficial owner of Normal Common Equity Units must follow in the event such Remarketing is a Failed Remarketing in order to elect Holder elects not to exercise its Put Right.
(b) On each Remarketing Settlement Date, each outstanding Note forming part of a Normal Common Equity Unit will be tendered or deemed tendered to the applicable Remarketing Agent for Remarketing unless the Holder thereof elects not to participate in such Remarketing. Each Holder of Notes forming part of a Normal Common Equity Unit, by purchasing such Common Equity Unit, agrees to have such Notes remarketed in At any Remarketing (unless such Holder elects not to participate in such Remarketing as provided in the Indenture and in the Stock Purchase Contract Agreement and Pledge Agreement) and authorizes the applicable Remarketing Agent to take any and all actions on its behalf necessary to effect such Remarketing. Each Holder of Notes forming part of a Normal Common Equity Unit shall have the right to elect not to have such Notes sold pursuant time prior to a Remarketing, which right may be exercised by electingother than during a Blackout Period, no later than the close of business on the eleventh (11th) Business Day immediately before the Applicable Stock Purchase Date of such Remarketing, Cash Settlement to apply to such Normal Common Equity Unit in accordance with, and subject to, Section 5.2(b) of the Stock Purchase Contract Agreement and Section 5.6 of the Pledge Agreement.
(c) Each each Holder of Separate Notes may elect to have such Separate Notes held by such Holder remarketed in any Remarketing by notifying Remarketing. A Holder making such an election must, pursuant to the Purchase Contract and Pledge Agreement, notify the Custodial Agent and delivering deliver such Separate Notes to the Custodial Agent before the close of business on the twenty fifth (25th) Business Day immediately before the Applicable Stock Purchase Date of such Remarketing, in accordance with the provisions set forth in the Purchase Contract and Pledge Agreement; provided, however, that, notwithstanding anything in the Indenture to the contrary, no Holder of a Separate Note may so elect to include such Separate Note in a Remarketing unless the principal amount of such Separate Note, and the principal amount of each tranche of Component Notes forming part of such Separate Note, is an integral multiple of one thousand dollars ($1,000). No Any such notice and delivery may not be conditioned upon the level at which any the Reset Rate is established in the Remarketing or any other condition, and each such notice containing any such condition shall be null and voidRemarketing. Each Any such notice and delivery may be withdrawn before by notifying the close of business Custodial Agent on the twenty-fifth (25th) Business Day immediately before such Applicable Stock Purchase Date in accordance with the Pledge Agreement. Each such notice and delivery, if not withdrawn in accordance with the immediately preceding sentence, shall be irrevocable with respect or prior to such Remarketing. Pursuant to Section 5.9(c) of the Pledge Agreement, no later than 11:00 A.M.5:00 p.m., New York City time, on the twenty-fourth (24th) second Business Day immediately before preceding an Optional Remarketing Period, a Triggered Early Remarketing Period or the Final Marketing Period, as applicable. Any such notice and delivery not withdrawn by such time will be irrevocable with respect to each Remarketing to occur during the Optional Remarketing Period. Pursuant to Section 5.02 of the Purchase Contract and Pledge Agreement, by 11:00 a.m., New York City time, in the case of an Optional Remarketing, or promptly after 5:00 p.m., New York City time, in the case of a Final Remarketing or a Triggered Early Remarketing, on the Business Day immediately preceding the first day of the Applicable Stock Purchase Date of a RemarketingRemarketing Period, the Custodial Agent, based on the notices and deliveries received by it before prior to such time, shall notify the applicable Remarketing Agent Agent(s) of the aggregate principal amount of Separate Notes tendered for Remarketing. Pursuant and subject to Section 5.02 of the Purchase Contract and Pledge Agreement, Notes that underlie Applicable Ownership Interests in Notes included in Corporate Units will be deemed tendered in such for Remarketing and shall cause such Separate Notes to will be presented to such remarketed in accordance with the terms of the Remarketing AgentAgreement and the Purchase Contract and Pledge Agreement.
(d) If a Remarketing is Successful, then the applicable Remarketing Agent shall deduct the Remarketing Fee to which it is entitled as provided in Section 3.1(c)(iii) and the related Remarketing Agreement from the gross proceeds of such Remarketing and remit the net proceeds as provided in Section 3.1(c)(iii).
(e) If a Remarketing is Successful, then the Company shall issue a press release through Bloomberg Business News or another reasonable means of distribution stating that such Remarketing was Successful and specifying the Reset Rates and shall post such information on its corporate website.
(f) If a Remarketing is a Failed Remarketing, then the Company shall issue a press release through Bloomberg Business News or another reasonable means of distribution stating that such Remarketing was a Failed Remarketing and shall publish such information on its corporate website.
(gc) The right of each Holder of Remarketed Notes to have its such Notes remarketed and sold in connection with on any Remarketing Date shall be limited subject to the extent conditions that (ii)(A) the applicable Remarketing Agent Agent(s) conducts any Optional Remarketing or (B) in the case of a Final Remarketing, that no Successful Optional Remarketing or Triggered Early Settlement Date has occurred pursuant to the terms of the Remarketing Agreement; , (ii) a Termination Event has not occurred prior to such Remarketing Agent is Date, (iii) the Remarketing Agent(s) are able to find a purchaser or purchasers for the constituent Component Remarketed Notes offered in such Remarketing in accordance with this Article III and at the Remarketing Agreement; Price based on the Reset Rate and (iiiiv) such the purchaser or purchasers of the Remarketed Notes deliver the purchase price therefor in cash to such the Remarketing Agent Agent(s) as and when required.
(hd) Neither None of the Trustee, the Company nor any the Remarketing Agent Agent(s) shall be obligated in any case to provide funds to make payment upon tender of Component Notes for remarketing.
Appears in 1 contract
Samples: Supplemental Indenture (Stanley Black & Decker, Inc.)
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 Company shall engage the Remarketing Agent(s) pursuant to the Remarketing Agreement for the Remarketing of the Series 2019A Notes as set forth under Section 902. The Company shall, no later than (a) The Stock Purchase Contract Agreement provides in the case of an Optional Remarketing, five Business Days prior to the first day of the Optional Remarketing Period or (b) in the case of a Final Remarketing, seven days prior to the first day of the Final Remarketing Period, request that the Company shall give Holders (as defined therein) of Common Equity 13 39620862 Depository or its nominee notify the Beneficial Owners or Depository Participants holding Separate Notes, Corporate Units and Treasury Units, and shall provide a copy of such request to the Company shall give Trustee, the Collateral Agent and the Purchase Contract Agent, in the case of an Optional Remarketing, of the Company’s intent to attempt an Optional Remarketing in the Applicable Remarketing Period, and in all cases, of the proposed Remarketing Dates and the procedures to be followed in each Remarketing, including the procedures to be followed by Holders of Separate Notes notice of a Remarketing at least thirty (30) Business Days before the related Applicable Stock Purchase Date. Such notice shall set forth:
(i) the procedures a beneficial owner must follow if it holds its Notes as a component of a Normal Common Equity Unit to elect not to participate in such a Remarketing, the applicable procedures for Holders of Corporate Units to create Treasury Units or Holders of Treasury Units to recreate Corporate Units, as the case may be, the applicable procedures for Holders of Corporate Units to effect an Early Settlement and, in the case of a Final Remarketing, applicable procedures to effect a Cash Settlement and the date by which such election applicable procedures that must be made;
(ii) the procedures followed by a beneficial owner must follow if it holds Holder of Separate Notes if such Holder wishes to elect to participate in exercise its Put Right or by a Holder of Corporate Units if such Remarketing; and
(iii) if the Applicable Stock Purchase Date corresponding to such Remarketing is the Second Delayed Stock Purchase Date, the procedures a beneficial owner of Normal Common Equity Units must follow in the event such Remarketing is a Failed Remarketing in order to elect Holder elects not to exercise its Put Right.
(b) On each Remarketing Settlement Date, each outstanding Note forming part of a Normal Common Equity Unit will be tendered or deemed tendered to the applicable Remarketing Agent for Remarketing unless the Holder thereof elects not to participate in such Remarketing. Each Holder of Notes forming part of a Normal Common Equity Unit, by purchasing such Common Equity Unit, agrees to have such Notes remarketed in any Remarketing (unless such Holder elects not to participate in such Remarketing as provided in the Indenture and in the Stock Purchase Contract Agreement and Pledge Agreement) and authorizes the applicable Remarketing Agent to take any and all actions on its behalf necessary to effect such Remarketing. Each Holder of Notes forming part of a Normal Common Equity Unit shall have the right to elect not to have such Notes sold pursuant to a Remarketing, which right may be exercised by electing, no later than the close of business on the eleventh (11th) Business Day immediately before the Applicable Stock Purchase Date of such Remarketing, Cash Settlement to apply to such Normal Common Equity Unit in accordance with, and subject to, Section 5.2(b) of the Stock Purchase Contract Agreement and Section 5.6 of the Pledge Agreement.
(c) Each Holder of Separate Notes may elect to have such Separate Notes remarketed in any Remarketing by notifying the Custodial Agent and delivering such Separate Notes to the Custodial Agent before the close of business on the twenty fifth (25th) Business Day immediately before the Applicable Stock Purchase Date of such Remarketing, in accordance with the Pledge Agreement; provided, however, that, notwithstanding anything in the Indenture to the contrary, no Holder of a Separate Note may so elect to include such Separate Note in a Remarketing unless the principal amount of such Separate Note, and the principal amount of each tranche of Component Notes forming part of such Separate Note, is an integral multiple of one thousand dollars ($1,000). No such notice and delivery may be conditioned upon the level at which any Reset Rate is established in the Remarketing or any other condition, and each such notice containing any such condition shall be null and void. Each such notice and delivery may be withdrawn before the close of business on the twenty-fifth (25th) Business Day immediately before such Applicable Stock Purchase Date in accordance with the Pledge Agreement. Each such notice and delivery, if not withdrawn in accordance with the immediately preceding sentence, shall be irrevocable with respect to such Remarketing. Pursuant to Section 5.9(c) of the Pledge Agreement, no later than 11:00 A.M., New York City time, on the twenty-fourth (24th) Business Day immediately before the Applicable Stock Purchase Date of a Remarketing, the Custodial Agent, based on the notices and deliveries received by it before such time, shall notify the applicable Remarketing Agent of the aggregate principal amount of Separate Notes to be tendered in such Remarketing and shall cause such Separate Notes to be presented to such Remarketing Agent.
(d) If a Remarketing is Successful, then the applicable Remarketing Agent shall deduct the Remarketing Fee to which it is entitled as provided in Section 3.1(c)(iii) and the related Remarketing Agreement from the gross proceeds of such Remarketing and remit the net proceeds as provided in Section 3.1(c)(iii).
(e) If a Remarketing is Successful, then the Company shall issue a press release through Bloomberg Business News or another reasonable means of distribution stating that such Remarketing was Successful and specifying the Reset Rates and shall post such information on its corporate website.
(f) If a Remarketing is a Failed Remarketing, then the Company shall issue a press release through Bloomberg Business News or another reasonable means of distribution stating that such Remarketing was a Failed Remarketing and shall publish such information on its corporate website.
(g) The right of each Holder to have its Notes remarketed and sold in connection with any Remarketing shall be limited to the extent that (i) the applicable Remarketing Agent conducts a Remarketing pursuant to the terms of the Remarketing Agreement; (ii) such Remarketing Agent is able to find a purchaser or purchasers for the constituent Component Notes offered in such Remarketing in accordance with this Article III and the Remarketing Agreement; and (iii) such purchaser or purchasers deliver the purchase price therefor in cash to such Remarketing Agent as and when required.
(h) Neither the Company nor any Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of Component Notes for remarketing.
Appears in 1 contract
Remarketing Procedures. (a) The Stock Purchase Contract Agreement provides that 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 Company shall give Holders engage the Remarketing Agent(s) pursuant to the Remarketing Agreement for the Remarketing of the Series B Notes as set forth under Section 9.2. The Company shall, no later than (as defined thereina) in the case of Common Equity an Optional Remarketing, five Business Days prior to the first day of the Optional Remarketing Period or (b) in the case of a Final Remarketing, seven days prior to the first day of the Final Remarketing Period, request that the Depositary or its nominee notify the beneficial owners or Depositary Participants holding Separate Notes, Corporate Units and Treasury Units, and shall provide a copy of such request to the Company shall give Collateral Agent and the Purchase Contract Agent, in the case of an Optional Remarketing, of the Company’s intent to attempt an Optional Remarketing in the Applicable Remarketing Period, and in all cases, of the proposed Remarketing Dates and the procedures to be followed in each Remarketing, including the procedures to be followed by Holders of Separate Notes notice of a Remarketing at least thirty (30) Business Days before the related Applicable Stock Purchase Date. Such notice shall set forth:
(i) the procedures a beneficial owner must follow if it holds its Notes as a component of a Normal Common Equity Unit to elect not to participate in such a Remarketing, the applicable procedures for Holders of Corporate Units to create Treasury Units or Holders of Treasury Units to recreate Corporate Units, as the case may be, the applicable procedures for Holders of Corporate Units to effect an Early Settlement and, in the case of a Final Remarketing, applicable procedures to effect a Cash Settlement and the date by which such election applicable procedures that must be made;
(ii) the procedures followed by a beneficial owner must follow if it holds Holder of Separate Notes if such Holder wishes to elect to participate in exercise its Put Right or by a Holder of Corporate Units if such Remarketing; and
(iii) if the Applicable Stock Purchase Date corresponding to such Remarketing is the Second Delayed Stock Purchase Date, the procedures a beneficial owner of Normal Common Equity Units must follow in the event such Remarketing is a Failed Remarketing in order to elect Holder elects not to exercise its Put Right.
(b) On each Remarketing Settlement Date, each outstanding Note forming part of a Normal Common Equity Unit will be tendered or deemed tendered to At any time after notice is given by the applicable Remarketing Agent for Remarketing unless the Holder thereof elects not to participate Company in such Remarketing. Each Holder of Notes forming part of a Normal Common Equity Unit, by purchasing such Common Equity Unit, agrees to have such Notes remarketed in any Remarketing (unless such Holder elects not to participate in such Remarketing as provided in the Indenture and in the Stock Purchase Contract Agreement and Pledge Agreementaccordance with Section 9.1(a) and authorizes the applicable Remarketing Agent prior to take any and all actions on its behalf necessary to effect such Remarketing. Each Holder of Notes forming part of a Normal Common Equity Unit shall have the right to elect not to have such Notes sold pursuant to a Remarketing4:00 p.m., which right may be exercised by electingNew York City time, no later than the close of business on the eleventh (11th) second Business Day immediately before preceding the first day of the Applicable Stock Purchase Date of such RemarketingRemarketing Period, Cash Settlement to apply to such Normal Common Equity Unit in accordance withother than during a Blackout Period, and subject to, Section 5.2(b) of the Stock Purchase Contract Agreement and Section 5.6 of the Pledge Agreement.
(c) Each each Holder of Separate Notes may elect to have such Separate Notes held by such Holder remarketed in any the applicable Remarketing by notifying for which notice was given. A Holder making such an election must notify the Custodial Agent and delivering deliver such Separate Notes to the Custodial Agent before the close of business on the twenty fifth (25th) Business Day immediately before the Applicable Stock Purchase Date of such Remarketing, in accordance with the provisions set forth in the Purchase Contract and Pledge Agreement; provided, however, that, notwithstanding anything in the Indenture to the contrary, no Holder of a Separate Note may so elect to include such Separate Note in a Remarketing unless the principal amount of such Separate Note, and the principal amount of each tranche of Component Notes forming part of such Separate Note, is an integral multiple of one thousand dollars ($1,000). No Any such notice and delivery may not be conditioned upon the level at which any the Reset Rate is established in the Remarketing or any other condition, and each such notice containing any such condition shall be null and voidRemarketing. Each Any such notice and delivery may be withdrawn before withdrawn, other than during a Blackout Period, by notifying the close of business Custodial Agent on or prior to 4:00 p.m., New York City time, on the twenty-fifth (25th) second Business Day immediately before such preceding the first day of the Applicable Stock Purchase Date Remarketing Period in accordance with the Purchase Contract and Pledge Agreement. Each Any such notice and delivery, if delivery not withdrawn in accordance with the immediately preceding sentence, shall sentence will be irrevocable with respect to such Remarketingeach Remarketing to occur during the Applicable Remarketing Period. Pursuant to Section 5.9(c) 5.02 of the Purchase Contract and Pledge Agreement, no later than 11:00 A.M.by (or, in the case of a Final Remarketing, promptly after) 4:00 p.m., New York City time, time on the twenty-fourth (24th) Business Day immediately before preceding the first day of the Applicable Stock Purchase Date of a RemarketingRemarketing Period, the Custodial Agent, based on the notices and deliveries received by it before prior to such time, shall notify the applicable Remarketing Agent Agent(s) of the aggregate principal amount of Separate Notes surrendered for Remarketing. Pursuant and subject to Section 5.02 of the Purchase Contract and Pledge Agreement, Series B Notes that underlie Applicable Ownership Interests in Notes included in Corporate Units will be tendered deemed surrendered for Remarketing (unless in such the case of a Final Remarketing, the Holder thereof has duly notified the Purchase Contract Agent of its intent to effect a Cash Settlement and timely paid the Purchase Price) and will be remarketed in accordance with the terms of the Remarketing Agreement and shall cause such Separate Notes to be presented to such Remarketing Agentthe Purchase Contract and Pledge Agreement.
(d) If a Remarketing is Successful, then the applicable Remarketing Agent shall deduct the Remarketing Fee to which it is entitled as provided in Section 3.1(c)(iii) and the related Remarketing Agreement from the gross proceeds of such Remarketing and remit the net proceeds as provided in Section 3.1(c)(iii).
(e) If a Remarketing is Successful, then the Company shall issue a press release through Bloomberg Business News or another reasonable means of distribution stating that such Remarketing was Successful and specifying the Reset Rates and shall post such information on its corporate website.
(f) If a Remarketing is a Failed Remarketing, then the Company shall issue a press release through Bloomberg Business News or another reasonable means of distribution stating that such Remarketing was a Failed Remarketing and shall publish such information on its corporate website.
(gc) The right of each Holder of Remarketed Notes to have its such Series B Notes remarketed on any Remarketing Date and sold in connection with on any Optional Remarketing Date or Final Remarketing Date, as the case may be, shall be limited subject to the extent conditions that (ii)(A) the applicable Remarketing Agent Agent(s) conducts any Optional Remarketing or (i)(B) in the case of a Final Remarketing, that no Successful Optional Remarketing has occurred pursuant to the terms of the Remarketing Agreement and the Purchase Contract and Pledge Agreement; , (ii) such a Termination Event has not occurred prior to the Optional Remarketing Agent Date or Final Remarketing Date, as the case may be, (iii) the Remarketing Agent(s) is able to find a purchaser or purchasers for the constituent Component Remarketed Notes offered in such Remarketing in accordance with this Article III and at the Remarketing Agreement; Price based on the Reset Rate and (iiiiv) such purchaser each condition precedent to settlement of the Remarketed Notes set forth in the Remarketing Agreement is satisfied or purchasers deliver the purchase price therefor in cash to such Remarketing Agent as and when requiredwaived.
(hd) Neither the Company Trustee, the Company, nor any the Remarketing Agent Agent(s) shall be obligated in any case to provide funds to make payment upon tender surrender of Component Series B Notes for remarketing.
Appears in 1 contract
Samples: Second Supplemental Indenture (South Jersey Industries Inc)
Remarketing Procedures. (a) The Stock Purchase Contract Agreement provides that the Company shall give Holders (as defined therein) of Common Equity Units, and the Company shall give Holders of Separate Notes notice of a Remarketing at least thirty (30) Business Days before the related Applicable Stock Purchase Date. Such notice shall set forth:
(i) Subject to Section 6.04, the procedures Holders of a beneficial owner must follow if it holds its Notes Majority in Liquidation Amount of the Securities, acting together as a component single class (the "REQUESTING HOLDERS") have the right to require Remarketing of the Preferred Securities at any time. The Requesting Holders may exercise this right by delivering a Normal Common Equity Unit written notice to elect not the Remarketing Agent at any time requesting a Remarketing of the Preferred Securities. Upon the receipt of such notice, the Remarketing Agent shall immediately deliver a written notice to participate in such Remarketingthe Sponsor on behalf of the Requesting Holders (the "REMARKETING NOTICE"). If the Requesting Holders exercise their right to require the Remarketing of the Preferred Securities, and the Reset Date shall be the sixth Business Day (the "EXPECTED RESET DATE") after the date on which the Remarketing Notice is received by which such election must be made;the Sponsor.
(ii) Notwithstanding Section 6.02(a)(i):
(A) the procedures Sponsor may, by notice to the Remarketing Agent, direct that the Reset Date be delayed if the Sponsor believes it will be unable to meet the conditions to Remarketing in the absence of such a beneficial owner must follow if it holds Separate Notes to elect to participate in such Remarketingdelay; and
(iiiB) the Remarketing Agent may, by notice to the Sponsor, direct that the Reset Date be delayed if the Applicable Stock Purchase Remarketing Agent believes that a Remarketing will not be successful in the absence of such a delay; provided that the Sponsor and the Remarketing Agent, in either such event, will use their reasonable best efforts to establish a delayed Reset Date corresponding to such Remarketing that is within five Business Days after the Second Delayed Stock Purchase Expected Reset Date, the procedures a beneficial owner of Normal Common Equity Units must follow but in the no event such Remarketing is a Failed Remarketing in order to elect not to exercise its Put Right.
(b) On each Remarketing Settlement Date, each outstanding Note forming part of a Normal Common Equity Unit will be tendered or deemed tendered to the applicable Remarketing Agent for Remarketing unless the Holder thereof elects not to participate in such Remarketing. Each Holder of Notes forming part of a Normal Common Equity Unit, by purchasing such Common Equity Unit, agrees to have such Notes remarketed in any Remarketing (unless such Holder elects not to participate in such Remarketing as provided in the Indenture and in the Stock Purchase Contract Agreement and Pledge Agreement) and authorizes the applicable Remarketing Agent to take any and all actions on its behalf necessary to effect such Remarketing. Each Holder of Notes forming part of a Normal Common Equity Unit shall have the right to elect not to have such Notes sold pursuant to a Remarketing, which right may be exercised by electing, no later than the close of business on the eleventh (11th) 15th Business Day immediately before following the Applicable Stock Purchase Date of such Remarketing, Cash Settlement to apply to such Normal Common Equity Unit in accordance with, and subject to, Section 5.2(b) of the Stock Purchase Contract Agreement and Section 5.6 of the Pledge Agreement.
(c) Each Holder of Separate Notes may elect to have such Separate Notes remarketed in any Remarketing by notifying the Custodial Agent and delivering such Separate Notes to the Custodial Agent before the close of business date on the twenty fifth (25th) Business Day immediately before the Applicable Stock Purchase Date of such Remarketing, in accordance with the Pledge Agreement; provided, however, that, notwithstanding anything in the Indenture to the contrary, no Holder of a Separate Note may so elect to include such Separate Note in a Remarketing unless the principal amount of such Separate Note, and the principal amount of each tranche of Component Notes forming part of such Separate Note, is an integral multiple of one thousand dollars ($1,000). No such notice and delivery may be conditioned upon the level at which any Reset Rate is established in the Remarketing or any other condition, and each such notice containing any such condition shall be null and void. Each such notice and delivery may be withdrawn before the close of business on the twenty-fifth (25th) Business Day immediately before such Applicable Stock Purchase Date in accordance with the Pledge Agreement. Each such notice and delivery, if not withdrawn in accordance with the immediately preceding sentence, shall be irrevocable with respect to such Remarketing. Pursuant to Section 5.9(c) of the Pledge Agreement, no later than 11:00 A.M., New York City time, on the twenty-fourth (24th) Business Day immediately before the Applicable Stock Purchase Date of a Remarketing, the Custodial Agent, based on the notices and deliveries received by it before such time, shall notify the applicable Remarketing Agent of the aggregate principal amount of Separate Notes to be tendered in such Remarketing and shall cause such Separate Notes to be presented to such Remarketing Agent.
(d) If a Remarketing is Successful, then the applicable Remarketing Agent shall deduct the Remarketing Fee to which it is entitled as provided in Section 3.1(c)(iii) and the related Remarketing Agreement from Notice was received, or the gross proceeds 20th Business Day in the case of such a Renewed Remarketing and remit (as hereinafter defined) to which the net proceeds provisions of Section 6.04 are applicable (as provided in Section 3.1(c)(iiiapplicable, the "FINAL RESET DATE").
(eiii) If the Sponsor and the Remarketing Agent have not agreed, on or prior to the sixth Business Day preceding the Final Reset Date, to a Reset Date that is not later than the Final Reset Date, a Failed Remarketing is Successful, then the Company shall issue a press release through Bloomberg Business News or another reasonable means of distribution stating that such Remarketing was Successful and specifying the Reset Rates and shall post such information on its corporate websitebe deemed to have occurred.
(fiv) If Notwithstanding the provisions of this Article 6, upon receipt of a Remarketing is a Failed RemarketingNotice the Sponsor shall have the right, then in its sole discretion, to elect to pay the Company shall issue a press release through Bloomberg Business News or another reasonable means aggregate Liquidation Amount of distribution stating that such Remarketing was a Failed Remarketing and shall publish such information on its corporate website.
(g) The right of each Holder to have its Notes remarketed and sold in connection with any Remarketing shall be limited to the extent that (i) the applicable Remarketing Agent conducts a Remarketing pursuant to the terms of the Remarketing Agreement; (ii) such Remarketing Agent is able to find a purchaser or purchasers for the constituent Component Notes offered in such Remarketing in accordance with this Article III and the Remarketing Agreement; and (iii) such purchaser or purchasers deliver the purchase price therefor in cash to such Remarketing Agent as and when required.
(h) Neither the Company nor any Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of Component Notes for remarketing.and
Appears in 1 contract
Samples: Trust Agreement (Hercules Inc)
Remarketing Procedures. (a) The Stock Purchase Contract Agreement provides that 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 Company shall give Holders engage the Remarketing Agent(s) pursuant to the Remarketing Agreement for the Remarketing of the Notes as set forth under Section 9.2. The Company shall, no later than (as defined thereina) in the case of Common Equity an Optional Remarketing, five Business Days prior to the first day of the Optional Remarketing Period or (b) in the case of a Final Remarketing, seven days prior to the first day of the Final Remarketing Period, request that the Depositary or its nominee notify the beneficial owners or Depositary participants holding Separate Notes, Corporate Units and Treasury Units, and shall provide a copy of such request to the Company shall give Collateral Agent and the Purchase Contract Agent, in the case of an Optional Remarketing, of the Company’s intent to attempt an Optional Remarketing in the Applicable Remarketing Period, and in all cases, of the proposed Remarketing Dates and the procedures to be followed in each Remarketing, including the procedures to be followed by Holders of Separate Notes notice of a Remarketing at least thirty (30) Business Days before the related Applicable Stock Purchase Date. Such notice shall set forth:
(i) the procedures a beneficial owner must follow if it holds its Notes as a component of a Normal Common Equity Unit to elect not to participate in such a Remarketing, and the date by which such election applicable procedures for Holders of Corporate Units to create Treasury Units or Holders of Treasury Units to recreate Corporate Units, as the case may be, the applicable procedures for Holders of Corporate Units to effect an Early Settlement and, in the case of a Final Remarketing, applicable procedures to effect a Cash Settlement, the applicable procedures that must be made;
(ii) the procedures followed by a beneficial owner must follow if it holds Holder of Separate Notes if such Holder wishes to elect to participate in exercise its Put Right or by a Holder of Corporate Units if such Remarketing; and
(iii) if the Applicable Stock Purchase Date corresponding to such Remarketing is the Second Delayed Stock Purchase Date, the procedures a beneficial owner of Normal Common Equity Units must follow in the event such Remarketing is a Failed Remarketing in order to elect Holder elects not to exercise its Put Right, and any elections the Company has made in connection with such Remarketing.
(b) On each Remarketing Settlement DateAt any time after notice is given by the Company in accordance with Section 9.1(a), other than during a Blackout Period, each outstanding Note forming part of a Normal Common Equity Unit will be tendered or deemed tendered to the applicable Remarketing Agent for Remarketing unless the Holder thereof elects not to participate in such Remarketing. Each Holder of Notes forming part of a Normal Common Equity Unit, by purchasing such Common Equity Unit, agrees to have such Notes remarketed in any Remarketing (unless such Holder elects not to participate in such Remarketing as provided in the Indenture and in the Stock Purchase Contract Agreement and Pledge Agreement) and authorizes the applicable Remarketing Agent to take any and all actions on its behalf necessary to effect such Remarketing. Each Holder of Notes forming part of a Normal Common Equity Unit shall have the right to elect not to have such Notes sold pursuant to a Remarketing, which right may be exercised by electing, no later than the close of business on the eleventh (11th) Business Day immediately before the Applicable Stock Purchase Date of such Remarketing, Cash Settlement to apply to such Normal Common Equity Unit in accordance with, and subject to, Section 5.2(b) of the Stock Purchase Contract Agreement and Section 5.6 of the Pledge Agreement.
(c) Each Holder of Separate Notes may elect to have such Separate Notes held by such Holder remarketed in any the applicable Remarketing by notifying for which notice was given. A Holder making such an election must notify the Custodial Agent and delivering deliver such Separate Notes to the Custodial Agent before the close of business on the twenty fifth (25th) Business Day immediately before the Applicable Stock Purchase Date of such Remarketing, in accordance with the provisions set forth in the Purchase Contract and Pledge Agreement; provided, however, that, notwithstanding anything in the Indenture to the contrary, no Holder of a Separate Note may so elect to include such Separate Note in a Remarketing unless the principal amount of such Separate Note, and the principal amount of each tranche of Component Notes forming part of such Separate Note, is an integral multiple of one thousand dollars ($1,000). No Any such notice and delivery may not be conditioned upon the level at which any the Reset Rate is established in the Remarketing or any other condition, and each such notice containing any such condition shall be null and voidRemarketing. Each Any such notice and delivery may be withdrawn before withdrawn, other than during a Blackout Period, by notifying the close of business Custodial Agent on or prior to 4:00 p.m., New York City time, on the twenty-fifth (25th) second Business Day immediately before such preceding the first day of the Applicable Stock Purchase Date Remarketing Period in accordance with the Purchase Contract and Pledge Agreement. Each Any such notice and delivery, if delivery not withdrawn in accordance with the immediately preceding sentence, shall sentence will be irrevocable with respect to such Remarketingeach Remarketing to occur during the Applicable Remarketing Period. Pursuant to Section 5.9(c) 5.02 of the Purchase Contract and Pledge Agreement, no later than 11:00 A.M.by (or, in the case of a Final Remarketing, promptly after) 4:00 p.m., New York City time, time on the twenty-fourth (24th) Business Day immediately before preceding the first day of the Applicable Stock Purchase Date of a RemarketingRemarketing Period, the Custodial Agent, based on the notices and deliveries received by it before prior to such time, shall notify the applicable Remarketing Agent of the aggregate principal amount of Separate Notes surrendered for Remarketing. Pursuant and subject to Section 5.02 of the Purchase Contract and Pledge Agreement, Notes that underlie Applicable Ownership Interests in Notes included in Corporate Units will be tendered deemed surrendered for Remarketing (unless in such the case of a Final Remarketing, the Holder thereof has duly notified the Purchase Contract Agent of its intent to effect a Cash Settlement and timely paid the Purchase Price) and will be remarketed in accordance with the terms of the Remarketing Agreement and shall cause such Separate Notes to be presented to such Remarketing Agentthe Purchase Contract and Pledge Agreement.
(d) If a Remarketing is Successful, then the applicable Remarketing Agent shall deduct the Remarketing Fee to which it is entitled as provided in Section 3.1(c)(iii) and the related Remarketing Agreement from the gross proceeds of such Remarketing and remit the net proceeds as provided in Section 3.1(c)(iii).
(e) If a Remarketing is Successful, then the Company shall issue a press release through Bloomberg Business News or another reasonable means of distribution stating that such Remarketing was Successful and specifying the Reset Rates and shall post such information on its corporate website.
(f) If a Remarketing is a Failed Remarketing, then the Company shall issue a press release through Bloomberg Business News or another reasonable means of distribution stating that such Remarketing was a Failed Remarketing and shall publish such information on its corporate website.
(gc) The right of each Holder of Remarketed Notes to have its such Notes remarketed on any Remarketing Date and sold in connection with on any Optional Remarketing Date or Final Remarketing Date, as the case may be, shall be limited subject to the extent conditions that (ii)(A) the applicable Remarketing Agent conducts any Optional Remarketing or (i)(B) in the case of a Final Remarketing, that no Successful Optional Remarketing has occurred pursuant to the terms of the Remarketing Agreement and the Purchase Contract and Pledge Agreement; , (ii) such a Termination Event has not occurred prior to the Optional Remarketing Agent is Date or Final Remarketing Date, as the case may be, (iii) the Remarketing Agent(s) are able to find a purchaser or purchasers for the constituent Component Remarketed Notes offered in such Remarketing in accordance with this Article III and at the Remarketing Agreement; Price based on the Reset Rate and (iiiiv) such purchaser each condition precedent to settlement of the Remarketed Notes set forth in the Remarketing Agreement is satisfied or purchasers deliver the purchase price therefor in cash to such Remarketing Agent as and when requiredwaived.
(hd) Neither the Company Trustee, the Company, nor any the Remarketing Agent Agent(s) shall be obligated in any case to provide funds to make payment upon tender surrender of Component Notes for remarketing.
Appears in 1 contract
Remarketing Procedures. (a) The Stock Pursuant to the Remarketing Agreement and as described below, the Company (i) during the Period for Early Remarketing may, at its option, and in its sole discretion, select one or more Three-Day Remarketing Periods consisting of three successive Remarketing Dates on each of which it shall cause the Remarketing Agent to remarket, in whole (but not in part), unless the Senior Notes have previously been successfully remarketed in accordance with the provisions of the Remarketing Agreement or a Tax Event Redemption shall have occurred or will occur on or prior to the last possible Reset Date related to the applicable Three-Day Remarketing Period, (A) the Pledged Senior Notes of Corporate Units holders included in the Corporate Units, and (B) any Separate Senior Notes of Holders who have elected in the manner set forth in the Purchase Contract and Pledge Agreement provides and the Remarketing Agreement to have their Senior Notes so remarketed, for settlement on the third Business Day following the Remarketing Date on which a Successful Remarketing occurs, and (ii) shall, unless the Senior Notes have previously been successfully remarketed in accordance with the provisions of the Remarketing Agreement or a Tax Event Redemption Date shall have occurred or will occur on or prior to the Purchase Contract Settlement Date, cause the Remarketing Agent to remarket, in whole (but not in part), on each Remarketing Date during the Final Three-Day Remarketing Period, (A) the Pledged Senior Notes of Corporate Unit holders who have not already settled the Purchase Contracts included in their Corporate Units and who have failed to notify the Purchase Contract Agent, on or prior to the seventh Business Day immediately preceding the Purchase Contract Settlement Date, of their intention to settle such Purchase Contracts in cash, and (B) any Separate Senior Notes of Holders who have elected in the manner set forth herein to have their Senior Notes so remarketed, for settlement on the Purchase Contract Settlement Date. The Company may select a Three-Day Remarketing Period during the Period for Early Remarketing by designating each of the three sequential Remarketing Dates to comprise such Three-Day Remarketing Period, provided that no Remarketing Date during the Period for Early Remarketing shall occur earlier than the third Business Day prior to August 16, 2007 nor later than the ninth Business Day prior to the Purchase Contract Settlement Date.
(b) The Company will request, not less than 10 Business Days prior to each Remarketing Announcement Date, that the Depositary (or any successor or its nominee) notify the Depositary participants holding Senior Notes, Corporate Units and Treasury Units of the Remarketing.
(c) On the Remarketing Announcement Date, the Company shall give Holders make an announcement regarding the proposed Remarketing of the Senior Notes (as defined therein) of Common Equity Units, and the Company “Remarketing Announcement”). The Remarketing Announcement shall give Holders of Separate Notes notice of a Remarketing at least thirty (30) Business Days before specify the related Applicable Stock Purchase Date. Such notice shall set forthfollowing:
(i) the procedures a beneficial owner must follow if it holds its Notes as a component of a Normal Common Equity Unit to elect not to participate in such Remarketing, and the date by which such election must be made;
(ii) the procedures a beneficial owner must follow if it holds Separate Notes to elect to participate in such Remarketing; and
(iiiA) if the Applicable Stock Purchase Date corresponding Remarketing Announcement relates to such a Remarketing is to occur during the Second Delayed Stock Purchase DatePeriod for Early Remarketing, that the procedures a beneficial owner of Normal Common Equity Units must follow in the event such Remarketing is a Failed Remarketing in order to elect not to exercise its Put Right.
(b) On each Remarketing Settlement Date, each outstanding Note forming part of a Normal Common Equity Unit will Senior Notes may be tendered or deemed tendered to the applicable Remarketing Agent for Remarketing unless the Holder thereof elects not to participate in such Remarketing. Each Holder of Notes forming part of a Normal Common Equity Unit, by purchasing such Common Equity Unit, agrees to have such Notes remarketed in any Remarketing (unless such Holder elects not to participate in such Remarketing as provided in the Indenture and in the Stock Purchase Contract Agreement and Pledge Agreement) and authorizes the applicable Remarketing Agent to take on any and all actions on its behalf necessary to effect such Remarketing. Each Holder of Notes forming part of a Normal Common Equity Unit shall have the right to elect not to have such Notes sold pursuant to a Remarketing, which right may be exercised by electing, no later than the close of business on the eleventh (11th) Business Day immediately before the Applicable Stock Purchase Date of such Remarketing, Cash Settlement to apply to such Normal Common Equity Unit in accordance with, and subject to, Section 5.2(b) of the Stock Purchase Contract Agreement sixth, seventh and Section 5.6 of the Pledge Agreement.
(c) Each Holder of Separate Notes may elect to have such Separate Notes remarketed in any Remarketing by notifying the Custodial Agent and delivering such Separate Notes to the Custodial Agent before the close of business on the twenty fifth (25th) eighth Business Day immediately before the Applicable Stock Purchase Date of such Remarketing, in accordance with the Pledge Agreement; provided, however, that, notwithstanding anything in the Indenture to the contrary, no Holder of a Separate Note may so elect to include such Separate Note in a Remarketing unless the principal amount of such Separate Note, and the principal amount of each tranche of Component Notes forming part of such Separate Note, is an integral multiple of one thousand dollars ($1,000). No such notice and delivery may be conditioned upon the level at which any Reset Rate is established in the Remarketing or any other condition, and each such notice containing any such condition shall be null and void. Each such notice and delivery may be withdrawn before the close of business on the twenty-fifth (25th) Business Day immediately before such Applicable Stock Purchase Date in accordance with the Pledge Agreement. Each such notice and delivery, if not withdrawn in accordance with the immediately preceding sentence, shall be irrevocable with respect to such Remarketing. Pursuant to Section 5.9(c) of the Pledge Agreement, no later than 11:00 A.M., New York City time, on the twenty-fourth (24th) Business Day immediately before the Applicable Stock Purchase Date of a Remarketing, the Custodial Agent, based on the notices and deliveries received by it before such time, shall notify the applicable Remarketing Agent of the aggregate principal amount of Separate Notes to be tendered in Days following such Remarketing and shall cause such Separate Notes to be presented to such Remarketing Agent.
(d) If a Remarketing is Successful, then the applicable Remarketing Agent shall deduct the Remarketing Fee to which it is entitled as provided in Section 3.1(c)(iii) and the related Remarketing Agreement from the gross proceeds of such Remarketing and remit the net proceeds as provided in Section 3.1(c)(iii).
(e) If a Remarketing is Successful, then the Company shall issue a press release through Bloomberg Business News or another reasonable means of distribution stating that such Remarketing was Successful and specifying the Reset Rates and shall post such information on its corporate website.
(f) If a Remarketing is a Failed Remarketing, then the Company shall issue a press release through Bloomberg Business News or another reasonable means of distribution stating that such Remarketing was a Failed Remarketing and shall publish such information on its corporate website.
(g) The right of each Holder to have its Notes remarketed and sold in connection with any Remarketing shall be limited to the extent that (i) the applicable Remarketing Agent conducts a Remarketing pursuant to the terms of the Remarketing Agreement; (ii) such Remarketing Agent is able to find a purchaser or purchasers for the constituent Component Notes offered in such Remarketing in accordance with this Article III and the Remarketing Agreement; and (iii) such purchaser or purchasers deliver the purchase price therefor in cash to such Remarketing Agent as and when required.
(h) Neither the Company nor any Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of Component Notes for remarketing.Announcement Date;
Appears in 1 contract
Remarketing Procedures. (a) The Stock Purchase Contract Agreement provides 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 Company shall Clearing Agency give Holders (as defined therein) of Common Equity Unitsto its participants holding Normal PPS or Capital PPS, and the Company shall give Holders of Separate Notes notice of a Remarketing at least thirty (30) Business Days before 21 days prior to the first day of the related Applicable Stock Purchase DateRemarketing Period. Such notice shall notices will set forth:
(i) the procedures a beneficial owner must follow if it holds its Notes as a component beginning and ending dates of a Normal Common Equity Unit to elect not to participate in such Remarketing, the Remarketing Period and the date by which such election must be madeapplicable Remarketing Settlement Date and Stock Purchase Date in the event the Remarketing is Successful;
(ii) the procedures a beneficial owner must follow if it holds Separate Notes to elect to participate in such Remarketing; andapplicable Distribution Dates and record dates for Distributions on the Normal PPS and Capital PPS;
(iii) if for interest periods for the Applicable Stock Purchase Date corresponding to such Remarketing is Notes commencing on or after the Second Delayed Stock Purchase Date, the procedures a beneficial owner of Normal Common Equity Units must follow in the event such Remarketing is a Failed Remarketing in order to elect not to exercise its Put Right.
(b) On each Remarketing Settlement Date, each outstanding Note forming part of a Normal Common Equity Unit will be tendered or deemed tendered to the applicable Remarketing Agent for Remarketing unless the Holder thereof elects not to participate in such Remarketing. Each Holder of Notes forming part of a Normal Common Equity Unit, by purchasing such Common Equity Unit, agrees to have such Notes remarketed in interest payment dates and related record dates;
(iv) any Remarketing (unless such Holder elects not to participate in such Remarketing as provided change in the Indenture stated maturity date of the Notes and, if applicable, the date on and in after which the Stock Purchase Contract Agreement and Pledge Agreement) and authorizes the applicable Remarketing Agent to take any and all actions on its behalf necessary to effect such Remarketing. Each Holder of Notes forming part of a Normal Common Equity Unit shall Depositor will have the right to elect not to have such redeem the Notes sold other than pursuant to a Remarketing, Special Event (which right may be exercised by electing, no later than the close of business on the eleventh (11th) Business Day immediately before the Applicable Stock Purchase Date of such Remarketing, Cash Settlement is subject to apply to such Normal Common Equity Unit in accordance with, and subject to, Section 5.2(b) 3.2 of the Stock Purchase Contract Agreement and Section 5.6 of the Pledge Agreement.Indenture Supplement);
(cv) Each Holder of Separate 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 may elect will no longer be subordinated to have such Separate 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 any Remarketing by notifying the Custodial Agent and delivering such Separate Notes to the Custodial Agent before the close form of business on the twenty fifth (25th) Business Day immediately before the Applicable Stock Purchase Date of such Remarketing, in accordance with the Pledge Agreement; provided, however, that, notwithstanding anything in the Indenture to the contrary, no Holder of a Separate Note may so elect to include such Separate Note in a Remarketing unless the principal amount of such Separate Note, and the principal amount of each tranche of Component Notes forming part of such Separate Note, is an integral multiple of one thousand dollars ($1,000). No such notice and delivery may be conditioned upon the level at which any Reset Rate is established in the Remarketing or any other condition, and each such notice containing any such condition shall be null and void. Each such notice and delivery may be withdrawn before the close of business on the twenty-fifth (25th) Business Day immediately before such Applicable Stock Purchase Date in accordance with the Pledge Agreement. Each such notice and delivery, if not withdrawn in accordance with the immediately preceding sentence, shall be irrevocable with respect to such Remarketing. Pursuant to Section 5.9(c) of the Pledge Agreement, no later than 11:00 A.M., New York City time, on the twenty-fourth (24th) Business Day immediately before the Applicable Stock Purchase Date of a Remarketing, the Custodial Agent, based on the notices and deliveries received by it before such time, shall notify the applicable Remarketing Agent of the aggregate principal amount of Separate Notes to be tendered in such Remarketing and shall cause such Separate Notes to be presented to such Remarketing Agent.Trust Preferred Securities;
(dvii) If 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, then ;
(viii) any other changes in the applicable Remarketing Agent shall deduct terms of the Remarketing Fee to which it is entitled as provided Notes notified by the Depositor in Section 3.1(c)(iii) and the related Remarketing Agreement from the gross proceeds of connection with such Remarketing and remit pursuant to Section 3.2 of the net proceeds as provided in Section 3.1(c)(iii).
Indenture Supplement (e) If including on a Final Remarketing is Successful, then the Company shall issue a press release through Bloomberg Business News or another reasonable means of distribution stating that such Remarketing was Successful and specifying the Reset Rates and shall post such information on its corporate website.
(f) If a Remarketing is a Failed Remarketing, then any change in the Company shall issue a press release through Bloomberg Business News Stated Maturity Date (as defined in the Indenture) and, if applicable, the date on or another reasonable means of distribution stating that such Remarketing was a Failed Remarketing and shall publish such information on its corporate website.
(g) The after which the Issuer Trust will have the right of each Holder to have its redeem the Notes remarketed and sold in connection with any Remarketing shall be limited to the extent that (i) the applicable Remarketing Agent conducts a Remarketing other than pursuant to the terms a Special Event (which is subject to Section 3.2 of the Remarketing AgreementIndenture Supplement)); (ii) such Remarketing Agent is able to find a purchaser or purchasers for the constituent Component Notes offered in such Remarketing in accordance with this Article III and the Remarketing Agreement; and (iii) such purchaser or purchasers deliver the purchase price therefor in cash to such Remarketing Agent as and when required.
(h) Neither the Company nor any Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of Component Notes for remarketing.TRUST AGREEMENT
Appears in 1 contract
Remarketing Procedures. (a) The Stock Purchase Contract Agreement provides that the Company shall give Holders (as defined therein) of Common Equity Units, and the Company shall give Holders of Separate Notes notice of a Remarketing at least thirty (30) Business Days before the related Applicable Stock Purchase Date. Such notice shall set forth:
(i) the procedures a beneficial owner must follow if it holds its Notes as a component of a Normal Common Equity Unit to elect not to participate in such Remarketing, and the date by which such election must be made;
(ii) the procedures a beneficial owner must follow if it holds Separate Notes to elect to participate in such Remarketing; and
(iii) if the Applicable Stock Purchase Date corresponding to such Remarketing is the Second Delayed Stock Purchase Date, the procedures a beneficial owner of Normal Common Equity Units must follow in the event such Remarketing is a Failed Remarketing in order to elect not to exercise its Put Right.
(b) On each Remarketing Settlement Date, each outstanding Note forming part of a Normal Common Equity Unit will be tendered or deemed tendered to the applicable Remarketing Agent for Remarketing unless the Holder thereof elects not to participate in such Remarketing. Each Holder of Notes forming part of a Normal Common Equity Unit, by purchasing such Common Equity Unit, agrees to have such Notes remarketed in any Remarketing (unless such Holder elects not to participate in such Remarketing as provided in the Indenture and in the Stock Purchase Contract Agreement and Pledge Agreement) and authorizes the applicable Remarketing Agent to take any and all actions on its behalf necessary to effect such Remarketing. Each Holder of Notes forming part of a Normal Common Equity Unit shall have the right to elect not to have such Notes sold pursuant to a Remarketing, which right may be exercised by electing, no later than the close of business on the eleventh (11th) Business Day immediately before the Applicable Stock Purchase Date of such Remarketing, Cash Settlement to apply to such Normal Common Equity Unit in accordance with, and subject to, Section 5.2(b) of the Stock Purchase Contract Agreement and Section 5.6 of the Pledge Agreement.
(c) Each Holder of Separate Notes may elect to have such Separate Notes remarketed in any Remarketing by notifying the Custodial Agent and delivering such Separate Notes to the Custodial Agent before the close of business on the twenty fifth (25th) Business Day immediately before the Applicable Stock Purchase Date of such Remarketing, in accordance with the Pledge Agreement; provided, however, that, notwithstanding anything in the Indenture to the contrary, no Holder of a Separate Note may so elect to include such Separate Note in a Remarketing unless the principal amount of such Separate Note, and the principal amount of each tranche of Component Notes forming part of such Separate Note, Note is an integral multiple of one thousand dollars ($1,000). No such notice and delivery may be conditioned upon the level at which any the Reset Rate is established in the Remarketing or any other condition, and each such notice containing any such condition shall be null and void. Each such notice and delivery may be withdrawn before the close of business on the twenty-fifth (25th) Business Day immediately before such Applicable Stock Purchase Date in accordance with the Pledge Agreement. Each such notice and delivery, if not withdrawn in accordance with the immediately preceding sentence, shall be irrevocable with respect to such Remarketing. Pursuant to Section 5.9(c) of the Pledge Agreement, no later than 11:00 A.M., New York City time, on the twenty-fourth (24th) Business Day immediately before the Applicable Stock Purchase Date of a Remarketing, the Custodial Agent, based on the notices and deliveries received by it before such time, shall notify the applicable Remarketing Agent of the aggregate principal amount of Separate Notes to be tendered in such Remarketing and shall cause such Separate Notes to be presented to such Remarketing Agent.
(d) If a Remarketing is Successful, then the applicable Remarketing Agent shall deduct the Remarketing Fee to which it is entitled as provided in Section 3.1(c)(iii3.1(b)(iii) and the related Remarketing Agreement from the gross proceeds of such Remarketing and remit the net proceeds as provided in Section 3.1(c)(iii3.1(b)(iii).
(e) If a Remarketing is Successful, then the Company shall issue a press release through Bloomberg Business News or another reasonable means of distribution stating that such Remarketing was Successful and specifying the Reset Rates Rate and shall post such information on its corporate website.
(f) If a Remarketing is a Failed Remarketing, then the Company shall issue a press release through Bloomberg Business News or another reasonable means of distribution stating that such Remarketing was a Failed Remarketing and shall publish such information on its corporate website.
(g) The right of each Holder to have its Notes remarketed and sold in connection with any Remarketing shall be limited to the extent that (i) the applicable Remarketing Agent conducts a Remarketing pursuant to the terms of the Remarketing Agreement; (ii) such Remarketing Agent is able to find a purchaser or purchasers for the constituent Component Notes offered in such Remarketing in accordance with this Article III and the Remarketing Agreement; and (iii) such purchaser or purchasers deliver the purchase price therefor in cash to such Remarketing Agent as and when required.
(h) Neither the Company nor any Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of Component Notes for remarketing.
Appears in 1 contract
Samples: Supplemental Indenture (Metlife Inc)
Remarketing Procedures. (a) The Stock Purchase Contract Agreement provides that Upon the Company shall give Holders (as defined therein) of Common Equity Units, and the Company shall give Holders of Separate Notes notice occurrence of a Remarketing at least thirty (30) Business Days before the related Applicable Stock Purchase Date. Such notice shall set forth:
(i) the procedures a beneficial owner must follow if it holds its Notes as a component of a Normal Common Equity Unit to elect not to participate in such Remarketing, and the date by which such election must be made;
(ii) the procedures a beneficial owner must follow if it holds Separate Notes to elect to participate in such Remarketing; and
(iii) if the Applicable Stock Purchase Date corresponding to such Remarketing is the Second Delayed Stock Purchase DateReset Event, the procedures Indenture Trustee shall deliver to the WCG Note Remarketing Agents a beneficial owner written notice to commence the process of Normal Common Equity Units must follow in remarketing the event such Remarketing is a Failed Remarketing in order to elect not to exercise its Put RightWCG Note.
(b) On each If the Conditions Precedent to a public offering of the WCG Note set forth in Section 12(a) have been met, the WCG Note Remarketing Settlement Agents shall commence such public offering in accordance with the remarketing procedures set forth herein. If a WCG Failed Registration has occurred, then any actions undertaken or to be undertaken with respect to a public offering of the WCG Note by the WCG Note Remarketing Agents shall cease, the WCG Note Remarketing Agents shall have no further obligations to remarket the WCG Note under this Agreement and the WCG Note Remarketing Agents shall declare a Failed Reset Sale.
(c) If the Conditions Precedent set forth in Section 12(b) have been met, on the Successful Remarketing Date, each outstanding WCG, WCL, the Issuer, the Indenture Trustee and the WCG Note forming part Remarketing Agents shall enter into the WCG Distribution Agreement.
(d) On the date of a Normal Common Equity Unit will the Reset Sale, the WCG Note Remarketing Agents shall (i) make payment (or arrange for payment to be tendered made in accordance with the WCG Distribution Agreement) of the purchase price for the WCG Note (or deemed tendered portion thereof) that has been sold in the Reset Sale to the applicable Remarketing Agent for Remarketing unless the Holder thereof elects not to participate in such Remarketing. Each Holder of Notes forming part of a Normal Common Equity UnitIndenture Trustee, by purchasing such Common Equity Unit, agrees to have such Notes remarketed in any Remarketing (unless such Holder elects not to participate in such Remarketing as provided in the Indenture and in the Stock Purchase Contract Agreement and Pledge Agreement) and authorizes the applicable Remarketing Agent to take any and all actions on its behalf necessary to effect such Remarketing. Each Holder of Notes forming part of a Normal Common Equity Unit shall have the right to elect not to have such Notes sold pursuant to a Remarketing, which right may be exercised by electing, no later than the close of business on such date, against delivery through DTC or otherwise of the eleventh WCG Note (11thor such portion thereof), and (ii) Business Day immediately before deliver to the Applicable Stock Purchase Date Indenture Trustee a certificate of such Remarketing, Cash Settlement the WCG Note Remarketing Agents certifying that the amounts paid to apply the Indenture Trustee with respect to such Normal Common Equity Unit Reset Sale represent proceeds from a Reset Sale. The Indenture Trustee shall deposit such purchase price immediately upon receipt in accordance with, the Indenture Redemption Account and subject to, Section 5.2(b) apply such purchase price to the redemption of the Stock Purchase Contract Agreement and Section 5.6 of the Pledge Agreement.
(c) Each Holder of Separate Senior Notes may elect to have such Separate Notes remarketed in any Remarketing by notifying the Custodial Agent and delivering such Separate Notes to the Custodial Agent before the close of business on the twenty fifth (25th) Business Day immediately before the Applicable Stock Purchase Date of such Remarketing, in accordance with the Pledge Agreement; provided, however, that, notwithstanding anything in the Indenture to the contrary, no Holder of a Separate Note may so elect to include such Separate Note in a Remarketing unless the principal amount of such Separate Note, and the principal amount of each tranche of Component Notes forming part of such Separate Note, is an integral multiple of one thousand dollars ($1,000). No such notice and delivery may be conditioned upon the level at which any Reset Rate is established in the Remarketing or any other condition, and each such notice containing any such condition shall be null and void. Each such notice and delivery may be withdrawn before the close of business on the twenty-fifth (25th) Business Day immediately before such Applicable Stock Purchase Date in accordance with the Pledge Agreement. Each such notice and delivery, if not withdrawn in accordance with the immediately preceding sentence, shall be irrevocable with respect to such Remarketing. Pursuant to Section 5.9(c) of the Pledge Agreement, no later than 11:00 A.M., New York City time, on the twenty-fourth (24th) Business Day immediately before the Applicable Stock Purchase Date of a Remarketing, the Custodial Agent, based on the notices and deliveries received by it before such time, shall notify the applicable Remarketing Agent of the aggregate principal amount of Separate Notes to be tendered in such Remarketing and shall cause such Separate Notes to be presented to such Remarketing AgentIndenture.
(d) If a Remarketing is Successful, then the applicable Remarketing Agent shall deduct the Remarketing Fee to which it is entitled as provided in Section 3.1(c)(iii) and the related Remarketing Agreement from the gross proceeds of such Remarketing and remit the net proceeds as provided in Section 3.1(c)(iii).
(e) If a Remarketing is Successful, then the Company shall issue a press release through Bloomberg Business News or another reasonable means of distribution stating that such Remarketing was Successful and specifying the Reset Rates and shall post such information on its corporate website.
(f) If a Remarketing is a Failed Remarketing, then the Company shall issue a press release through Bloomberg Business News or another reasonable means of distribution stating that such Remarketing was a Failed Remarketing and shall publish such information on its corporate website.
(g) The right of each Holder to have its Notes remarketed and sold in connection with any Remarketing shall be limited to the extent that (i) the applicable Remarketing Agent conducts a Remarketing pursuant to the terms of the Remarketing Agreement; (ii) such Remarketing Agent is able to find a purchaser or purchasers for the constituent Component Notes offered in such Remarketing in accordance with this Article III and the Remarketing Agreement; and (iii) such purchaser or purchasers deliver the purchase price therefor in cash to such Remarketing Agent as and when required.
(h) Neither the Company nor any Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of Component Notes for remarketing.
Appears in 1 contract
Samples: WCG Note Remarketing and Registration Rights Agreement (Williams Communications Group Inc)
Remarketing Procedures. (a) The Stock Purchase Contract Agreement provides Company shall request, not later than 15 nor more than 30 calendar days prior to the Remarketing Date that the Company shall give Depositary notify the Holders (as defined therein) of Common Equity Units, the Debentures and the Company shall give Holders holders of Separate Notes notice FELINE PRIDES of a the Remarketing at least thirty (30) Business Days before the related Applicable Stock Purchase Date. Such notice shall set forth:
(i) and of the procedures a beneficial owner must follow if it holds its Notes as a component of a Normal Common Equity Unit to elect not to participate in such Remarketing, and the date by which such election that must be made;
(ii) followed if a Holder of Debentures wishes to exercise such Holder's rights with respect to the procedures a beneficial owner must follow Put Option if it holds Separate Notes to elect to participate in such Remarketing; and
(iii) if the Applicable Stock Purchase Date corresponding to such Remarketing is the Second Delayed Stock Purchase Date, the procedures a beneficial owner of Normal Common Equity Units must follow in the event such Remarketing there is a Failed Remarketing in order to elect not to exercise its Put RightRemarketing.
(b) On each Remarketing Settlement Date, each outstanding Note forming part of a Normal Common Equity Unit will be tendered or deemed tendered to the applicable Remarketing Agent for Remarketing unless the Holder thereof elects not to participate in such Remarketing. Each Holder of Notes forming part of a Normal Common Equity Unit, by purchasing such Common Equity Unit, agrees to have such Notes remarketed in any Remarketing (unless such Holder elects not to participate in such Remarketing as provided in the Indenture and in the Stock Purchase Contract Agreement and Pledge Agreement) and authorizes the applicable Remarketing Agent to take any and all actions on its behalf necessary to effect such Remarketing. Each Holder of Notes forming part of a Normal Common Equity Unit shall have the right to elect not to have such Notes sold pursuant to a Remarketing, which right may be exercised by electing, no Not later than the close of business on the eleventh (11th) Business Day immediately before the Applicable Stock Purchase Date of such Remarketing, Cash Settlement to apply to such Normal Common Equity Unit in accordance with, and subject to, Section 5.2(b) of the Stock Purchase Contract Agreement and Section 5.6 of the Pledge Agreement.
(c) Each Holder of Separate Notes may elect to have such Separate Notes remarketed in any Remarketing by notifying the Custodial Agent and delivering such Separate Notes to the Custodial Agent before the close of business on the twenty fifth (25th) Business Day immediately before the Applicable Stock Purchase Date of such Remarketing, in accordance with the Pledge Agreement; provided, however, that, notwithstanding anything in the Indenture to the contrary, no Holder of a Separate Note may so elect to include such Separate Note in a Remarketing unless the principal amount of such Separate Note, and the principal amount of each tranche of Component Notes forming part of such Separate Note, is an integral multiple of one thousand dollars ($1,000). No such notice and delivery may be conditioned upon the level at which any Reset Rate is established in the Remarketing or any other condition, and each such notice containing any such condition shall be null and void. Each such notice and delivery may be withdrawn before the close of business on the twenty-fifth (25th) Business Day immediately before such Applicable Stock Purchase Date in accordance with the Pledge Agreement. Each such notice and delivery, if not withdrawn in accordance with the immediately preceding sentence, shall be irrevocable with respect to such Remarketing. Pursuant to Section 5.9(c) of the Pledge Agreement, no later than 11:00 A.M.5:00 P.M., New York City time, on the twenty-fourth (24th) fifth Business Day immediately before preceding the Applicable Stock Purchase Contract Settlement Date, each Holder of the Debentures may elect to have Debentures held by such Holder remarketed. Under Section 5.4 of the Purchase Contract Agreement, Holders of Income PRIDES that do not give notice of their intention to make a Cash Settlement of their related Purchase Contracts in the manner specified in such Section shall be deemed to have consented to the tender for purchase of the Debentures comprising a component of such Income PRIDES. Holders of Debentures that are not a component of Income PRIDES shall give notice of their election to have such Securities remarketed to the Custodial Agent pursuant to the Pledge Agreement. Any such notice shall be irrevocable after 5:00 P.M., New York City time, on the fifth Business Day immediately preceding the Purchase Contract Settlement Date of a Remarketingand may not be conditioned upon the level at which the Reset Rate is established. Promptly after 5:30 P.M., New York City time, on such fifth Business Day, the Custodial AgentTrustee, based on the notices and deliveries received by it before prior to such timetime (including notices from the Purchase Contract Agent as to Purchase Contracts as to which Cash Settlement has been elected), shall notify the applicable Trust, the Company and the Remarketing Agent of the aggregate principal amount number of Separate Notes Debentures to be tendered in such Remarketing and shall cause such Separate Notes to be presented to such Remarketing Agentfor purchase.
(d) If a Remarketing is Successful, then the applicable Remarketing Agent shall deduct the Remarketing Fee to which it is entitled as provided in Section 3.1(c)(iii) and the related Remarketing Agreement from the gross proceeds of such Remarketing and remit the net proceeds as provided in Section 3.1(c)(iii).
(e) If a Remarketing is Successful, then the Company shall issue a press release through Bloomberg Business News or another reasonable means of distribution stating that such Remarketing was Successful and specifying the Reset Rates and shall post such information on its corporate website.
(f) If a Remarketing is a Failed Remarketing, then the Company shall issue a press release through Bloomberg Business News or another reasonable means of distribution stating that such Remarketing was a Failed Remarketing and shall publish such information on its corporate website.
(g) The right of each Holder to have its Notes remarketed and sold in connection with any Remarketing shall be limited to the extent that (i) the applicable Remarketing Agent conducts a Remarketing pursuant to the terms of the Remarketing Agreement; (ii) such Remarketing Agent is able to find a purchaser or purchasers for the constituent Component Notes offered in such Remarketing in accordance with this Article III and the Remarketing Agreement; and (iii) such purchaser or purchasers deliver the purchase price therefor in cash to such Remarketing Agent as and when required.
(h) Neither the Company nor any Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of Component Notes for remarketing.
Appears in 1 contract
Remarketing Procedures. (a) The Stock Purchase Contract Agreement provides that 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 Company shall give Holders engage the Remarketing Agent(s) pursuant to the Remarketing Agreement for the Remarketing of the Series A Notes as set forth under Section 9.2. The Company shall, no later than (as defined thereina) in the case of Common Equity an Optional Remarketing, five Business Days prior to the first day of the Optional Remarketing Period or (b) in the case of a Final Remarketing, seven days prior to the first day of the Final Remarketing Period, request that the Depositary or its nominee notify the beneficial owners or Depositary Participants holding Separate Notes, Corporate Units and Treasury Units, and shall provide a copy of such request to the Company shall give Collateral Agent and the Purchase Contract Agent, in the case of an Optional Remarketing, of the Company’s intent to attempt an Optional Remarketing in the Applicable Remarketing Period, and in all cases, of the proposed Remarketing Dates and the procedures to be followed in each Remarketing, including the procedures to be followed by Holders of Separate Notes notice of a Remarketing at least thirty (30) Business Days before the related Applicable Stock Purchase Date. Such notice shall set forth:
(i) the procedures a beneficial owner must follow if it holds its Notes as a component of a Normal Common Equity Unit to elect not to participate in such a Remarketing, the applicable procedures for Holders of Corporate Units to create Treasury Units or Holders of Treasury Units to recreate Corporate Units, as the case may be, the applicable procedures for Holders of Corporate Units to effect an Early Settlement and, in the case of a Final Remarketing, applicable procedures to effect a Cash Settlement and the date by which such election applicable procedures that must be made;
(ii) the procedures followed by a beneficial owner must follow if it holds Holder of Separate Notes if such Holder wishes to elect to participate in exercise its Put Right or by a Holder of Corporate Units if such Remarketing; and
(iii) if the Applicable Stock Purchase Date corresponding to such Remarketing is the Second Delayed Stock Purchase Date, the procedures a beneficial owner of Normal Common Equity Units must follow in the event such Remarketing is a Failed Remarketing in order to elect Holder elects not to exercise its Put Right.
(b) On each Remarketing Settlement Date, each outstanding Note forming part of a Normal Common Equity Unit will be tendered or deemed tendered to At any time after notice is given by the applicable Remarketing Agent for Remarketing unless the Holder thereof elects not to participate Company in such Remarketing. Each Holder of Notes forming part of a Normal Common Equity Unit, by purchasing such Common Equity Unit, agrees to have such Notes remarketed in any Remarketing (unless such Holder elects not to participate in such Remarketing as provided in the Indenture and in the Stock Purchase Contract Agreement and Pledge Agreementaccordance with Section 9.1(a) and authorizes the applicable Remarketing Agent prior to take any and all actions on its behalf necessary to effect such Remarketing. Each Holder of Notes forming part of a Normal Common Equity Unit shall have the right to elect not to have such Notes sold pursuant to a Remarketing4:00 p.m., which right may be exercised by electingNew York City time, no later than the close of business on the eleventh (11th) second Business Day immediately before preceding the first day of the Applicable Stock Purchase Date of such RemarketingRemarketing Period, Cash Settlement to apply to such Normal Common Equity Unit in accordance withother than during a Blackout Period, and subject to, Section 5.2(b) of the Stock Purchase Contract Agreement and Section 5.6 of the Pledge Agreement.
(c) Each each Holder of Separate Notes may elect to have such Separate Notes held by such Holder remarketed in any the applicable Remarketing by notifying for which notice was given. A Holder making such an election must notify the Custodial Agent and delivering deliver such Separate Notes to the Custodial Agent before the close of business on the twenty fifth (25th) Business Day immediately before the Applicable Stock Purchase Date of such Remarketing, in accordance with the provisions set forth in the Purchase Contract and Pledge Agreement; provided, however, that, notwithstanding anything in the Indenture to the contrary, no Holder of a Separate Note may so elect to include such Separate Note in a Remarketing unless the principal amount of such Separate Note, and the principal amount of each tranche of Component Notes forming part of such Separate Note, is an integral multiple of one thousand dollars ($1,000). No Any such notice and delivery may not be conditioned upon the level at which any the Reset Rate is established in the Remarketing or any other condition, and each such notice containing any such condition shall be null and voidRemarketing. Each Any such notice and delivery may be withdrawn before withdrawn, other than during a Blackout Period, by notifying the close of business Custodial Agent on or prior to 4:00 p.m., New York City time, on the twenty-fifth (25th) second Business Day immediately before such preceding the first day of the Applicable Stock Purchase Date Remarketing Period in accordance with the Purchase Contract and Pledge Agreement. Each Any such notice and delivery, if delivery not withdrawn in accordance with the immediately preceding sentence, shall sentence will be irrevocable with respect to such Remarketingeach Remarketing to occur during the Applicable Remarketing Period. Pursuant to Section 5.9(c) 5.02 of the Purchase Contract and Pledge Agreement, no later than 11:00 A.M.by (or, in the case of a Final Remarketing, promptly after) 4:00 p.m., New York City time, time on the twenty-fourth (24th) Business Day immediately before preceding the first day of the Applicable Stock Purchase Date of a RemarketingRemarketing Period, the Custodial Agent, based on the notices and deliveries received by it before prior to such time, shall notify the applicable Remarketing Agent Agent(s) of the aggregate principal amount of Separate Notes surrendered for Remarketing. Pursuant and subject to Section 5.02 of the Purchase Contract and Pledge Agreement, Series A Notes that underlie Applicable Ownership Interests in Notes included in Corporate Units will be tendered deemed surrendered for Remarketing (unless in such the case of a Final Remarketing, the Holder thereof has duly notified the Purchase Contract Agent of its intent to effect a Cash Settlement and timely paid the Purchase Price) and will be remarketed in accordance with the terms of the Remarketing Agreement and shall cause such Separate Notes to be presented to such Remarketing Agentthe Purchase Contract and Pledge Agreement.
(d) If a Remarketing is Successful, then the applicable Remarketing Agent shall deduct the Remarketing Fee to which it is entitled as provided in Section 3.1(c)(iii) and the related Remarketing Agreement from the gross proceeds of such Remarketing and remit the net proceeds as provided in Section 3.1(c)(iii).
(e) If a Remarketing is Successful, then the Company shall issue a press release through Bloomberg Business News or another reasonable means of distribution stating that such Remarketing was Successful and specifying the Reset Rates and shall post such information on its corporate website.
(f) If a Remarketing is a Failed Remarketing, then the Company shall issue a press release through Bloomberg Business News or another reasonable means of distribution stating that such Remarketing was a Failed Remarketing and shall publish such information on its corporate website.
(gc) The right of each Holder of Remarketed Notes to have its such Series A Notes remarketed on any Remarketing Date and sold in connection with on any Optional Remarketing Date or Final Remarketing Date, as the case may be, shall be limited subject to the extent conditions that (ii)(A) the applicable Remarketing Agent Agent(s) conducts any Optional Remarketing or (i)(B) in the case of a Final Remarketing, that no Successful Optional Remarketing has occurred pursuant to the terms of the Remarketing Agreement and the Purchase Contract and Pledge Agreement; , (ii) such a Termination Event has not occurred prior to the Optional Remarketing Agent Date or Final Remarketing Date, as the case may be, (iii) the Remarketing Agent(s) is able to find a purchaser or purchasers for the constituent Component Remarketed Notes offered in such Remarketing in accordance with this Article III and at the Remarketing Agreement; Price based on the Reset Rate and (iiiiv) such purchaser each condition precedent to settlement of the Remarketed Notes set forth in the Remarketing Agreement is satisfied or purchasers deliver the purchase price therefor in cash to such Remarketing Agent as and when requiredwaived.
(hd) Neither the Company Trustee, the Company, nor any the Remarketing Agent Agent(s) shall be obligated in any case to provide funds to make payment upon tender surrender of Component Series A Notes for remarketing.
Appears in 1 contract
Samples: Supplemental Indenture (South Jersey Industries Inc)
Remarketing Procedures. (a) The Stock Purchase Contract Agreement provides Company will request, not later than 7 nor more than 15 calendar days prior to the Remarketing Date that the Company shall give Clearing Agency notify the Holders (as defined therein) of Common Equity Units, the Debentures and the Company shall give Holders holders of Separate Notes notice Income PRIDES and Growth PRIDES of a the Remarketing at least thirty (30) Business Days before the related Applicable Stock Purchase Date. Such notice shall set forth:
(i) and of the procedures a beneficial owner must follow if it holds its Notes as a component of a Normal Common Equity Unit to elect not to participate in such Remarketing, and the date by which such election that must be made;
(ii) followed if a Holder of Debentures wishes to exercise such Holder's rights with respect to the procedures a beneficial owner must follow Put Option if it holds Separate Notes to elect to participate in such Remarketing; and
(iii) if the Applicable Stock Purchase Date corresponding to such Remarketing is the Second Delayed Stock Purchase Date, the procedures a beneficial owner of Normal Common Equity Units must follow in the event such Remarketing there is a Failed Remarketing in order to elect not to exercise its Put RightRemarketing.
(b) On each Remarketing Settlement Date, each outstanding Note forming part of a Normal Common Equity Unit will be tendered or deemed tendered to the applicable Remarketing Agent for Remarketing unless the Holder thereof elects not to participate in such Remarketing. Each Holder of Notes forming part of a Normal Common Equity Unit, by purchasing such Common Equity Unit, agrees to have such Notes remarketed in any Remarketing (unless such Holder elects not to participate in such Remarketing as provided in the Indenture and in the Stock Purchase Contract Agreement and Pledge Agreement) and authorizes the applicable Remarketing Agent to take any and all actions on its behalf necessary to effect such Remarketing. Each Holder of Notes forming part of a Normal Common Equity Unit shall have the right to elect not to have such Notes sold pursuant to a Remarketing, which right may be exercised by electing, no Not later than the close of business on the eleventh (11th) Business Day immediately before the Applicable Stock Purchase Date of such Remarketing, Cash Settlement to apply to such Normal Common Equity Unit in accordance with, and subject to, Section 5.2(b) of the Stock Purchase Contract Agreement and Section 5.6 of the Pledge Agreement.
(c) Each Holder of Separate Notes may elect to have such Separate Notes remarketed in any Remarketing by notifying the Custodial Agent and delivering such Separate Notes to the Custodial Agent before the close of business on the twenty fifth (25th) Business Day immediately before the Applicable Stock Purchase Date of such Remarketing, in accordance with the Pledge Agreement; provided, however, that, notwithstanding anything in the Indenture to the contrary, no Holder of a Separate Note may so elect to include such Separate Note in a Remarketing unless the principal amount of such Separate Note, and the principal amount of each tranche of Component Notes forming part of such Separate Note, is an integral multiple of one thousand dollars ($1,000). No such notice and delivery may be conditioned upon the level at which any Reset Rate is established in the Remarketing or any other condition, and each such notice containing any such condition shall be null and void. Each such notice and delivery may be withdrawn before the close of business on the twenty-fifth (25th) Business Day immediately before such Applicable Stock Purchase Date in accordance with the Pledge Agreement. Each such notice and delivery, if not withdrawn in accordance with the immediately preceding sentence, shall be irrevocable with respect to such Remarketing. Pursuant to Section 5.9(c) of the Pledge Agreement, no later than 11:00 A.M.5:00 P.M., New York City time, on the twenty-fourth (24th) fifth Business Day immediately before preceding the Applicable Stock Purchase Contract Settlement Date, each Holder of the Debentures may elect to have Debentures held by such Holder remarketed. Under Section 5.4 of the Purchase Contract Agreement, Holders of Income PRIDES that do not give notice of intention to make a Cash Settlement of their related Purchase Contracts shall be deemed to have consented to the disposition of the Debentures comprising a component of such Income PRIDES. Holders of Debentures that are not a component of Income PRIDES shall give notice of their election to have such Debentures remarketed to the Custodial Agent pursuant to the Pledge Agreement. Any such notice shall be irrevocable after 5:00 P.M., New York City time, on the fifth Business Day immediately preceding the Purchase Contract Settlement Date of a Remarketingand may not be conditioned upon the level at which the Reset Rate is established. Promptly after 5:30 P.M., New York City time, on such fifth Business Day, the Custodial AgentInstitutional Trustee, based on the notices and deliveries received by it before prior to such timetime (including notices from the Purchase Contract Agent as to Purchase Contracts for which Cash Settlement has been elected), shall notify the applicable Trust, the Company and the Remarketing Agent of the aggregate principal amount number of Separate Notes Debentures to be tendered for Remarketing.
(c) If any Holder of Income PRIDES does not give a notice of its intention to make a Cash Settlement or gives a notice of election to tender Debentures as described in Section 10.2(b), the Debentures of such Holder shall be deemed tendered, notwithstanding any failure by such Holder to deliver or properly deliver such Debentures to the Remarketing and shall cause such Separate Notes to be presented to such Remarketing AgentAgent for purchase.
(d) If a Remarketing is Successful, then the applicable Remarketing Agent shall deduct the Remarketing Fee to which it is entitled as provided in Section 3.1(c)(iii) and the related Remarketing Agreement from the gross proceeds of such Remarketing and remit the net proceeds as provided in Section 3.1(c)(iii).
(e) If a Remarketing is Successful, then the Company shall issue a press release through Bloomberg Business News or another reasonable means of distribution stating that such Remarketing was Successful and specifying the Reset Rates and shall post such information on its corporate website.
(f) If a Remarketing is a Failed Remarketing, then the Company shall issue a press release through Bloomberg Business News or another reasonable means of distribution stating that such Remarketing was a Failed Remarketing and shall publish such information on its corporate website.
(g) The right of each Holder to have its Notes remarketed and sold in connection with any Remarketing Debentures tendered for purchase shall be limited to the extent that (i) the applicable Remarketing Agent conducts a Remarketing remarketing pursuant to the terms of the Remarketing Agreement; , (ii) such Debentures tendered have not been called for redemption, (iii) the Remarketing Agent is able to find a purchaser or purchasers for tendered Debentures at a price of not less than 100% of the constituent Component Notes offered in such Remarketing in accordance with this Article III principal amount thereof, plus accrued and the Remarketing Agreement; unpaid interest thereon, and (iiiiv) such purchaser or purchasers deliver the purchase price therefor in cash to such the Remarketing Agent as and when required.
(e) On the Remarketing Date, the Remarketing Agent shall use reasonable efforts to remarket at a price equal to approximately 100.75% of the aggregate principal amount thereof, Debentures tendered or deemed tendered for purchase.
(f) If none of the Holders elect to have Debentures held by them remarketed, the Reset Rate shall be the rate determined by the Remarketing Agent, subject to the terms of the Remarketing Agreement, as the rate that would have been established had a remarketing been held on the Remarketing Date.
(g) If the Remarketing Agent has determined that it will be able to remarket all Debentures tendered or deemed tendered prior to 4:00 P.M., New York City time, on the Remarketing Date, the Remarketing Agent shall determine the Reset Rate, which shall be the rate per annum (rounded to the nearest one-thousandth (0.001) of one percent per annum) which the Remarketing Agent determines, subject to the terms of the Remarketing Agreement, to be the lowest rate per annum that will enable it to remarket all Debentures tendered or deemed tendered for remarketing.
(h) If, by 4:00 P.M., New York City time, on the Remarketing Date, the Remarketing Agent is unable to remarket all Debentures tendered or deemed tendered for purchase or if the Remarketing shall not have occurred because a condition precedent to the Remarketing shall not have been fulfilled, a failed remarketing ("Failed Remarketing") shall be deemed to have occurred and the Remarketing Agent shall so advise by telephone the Collateral Agent, Company, Institutional Trustee, Delaware Trustee and Clearing Agency.
(i) By approximately 4:30 P.M., New York City time, on the Remarketing Date, provided that there has not been a Failed Remarketing, the Remarketing Agent shall advise, by telephone (i) the Collateral Agent, Company, Institutional Trustee, Delaware Trustee and Clearing Agency of the Reset Rate determined in the Remarketing and the aggregate principal amount of Debentures sold in the remarketing, (ii) each purchaser (or the Clearing Agency Participant thereof) of the Reset Rate and the aggregate principal amount of Debentures such purchaser is to purchase and (iii) each purchaser to give instructions to its Clearing Agency Participant to pay the purchase price on the Purchase Contract Settlement Date in same day funds against delivery of the Debentures purchased through the facilities of the Clearing Agency.
(j) In accordance with the Clearing Agency's normal procedures, on the Purchase Contract Settlement Date, the transactions described above with respect to each Debenture tendered for purchase and sold in the remarketing shall be executed through the Clearing Agency, and the accounts of the respective Clearing Agency Participants shall be debited and credited and such Debentures delivered by book entry as necessary to effect purchases and sales of such Debentures. The Clearing Agency shall make payment in accordance with its normal procedures.
(k) If any Holder selling Debentures in the Remarketing fails to deliver such Debentures, the Clearing Agency Participant of such selling Holder and of any other Person that was to have purchased Debentures in the Remarketing may deliver to any such other Person an aggregate principal amount of Debentures that is less than the aggregate principal amount of Debentures that otherwise was to be purchased by such Person. In such event, the aggregate principal amount of Debentures to be so delivered shall be determined by such Clearing Agency Participant, and delivery of such lesser aggregate principal amount of Debentures shall constitute good delivery.
(l) The Remarketing Agent is not obligated to purchase any Debentures in a Remarketing or otherwise. Neither the Trust, any Trustee, the Company nor any the Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of Component Notes Debentures for remarketing.
(m) The tender and settlement procedures set in this Section 10.2, including provisions for payment by purchasers of Debentures in the Remarketing, shall be subject to modification, notwithstanding any provision to the contrary set forth herein, to the extent required by the Clearing Agency or if the book-entry system is no longer available for the Debentures at the time of the Remarketing, to facilitate the tendering and Remarketing of Debentures in certificated form. In addition, the Remarketing Agent may, notwithstanding any provision to the contrary set forth herein, modify the settlement procedures set forth herein in order to facilitate the settlement process.
(n) Anything herein to the contrary notwithstanding, the Reset Rate shall in no event exceed the maximum rate permitted by applicable law and, as provided in the Remarketing Agreement, neither the Remarketing Agent nor the Reset Agent (as defined in the Remarketing Agreement) shall have any obligation to determine whether there is any limitation under applicable law on the Reset Rate or, if there is any such limitation, the maximum permissible Reset Rate on the Debentures and they shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the 10th Business Day before the Purchase Contract Settlement Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate.
Appears in 1 contract
Samples: First Supplemental Indenture (Kaufman & Broad Home Corp)
Remarketing Procedures. (a) The Stock Purchase Contract Agreement provides that 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 Company shall give Holders engage the Remarketing Agent(s) pursuant to the Remarketing Agreement for the Remarketing of the Series A-1 Notes as set forth under SECTION 9.2. The Company shall, no later than (as defined thereina) in the case of Common Equity an Optional Remarketing, five Business Days prior to the first day of the Optional Remarketing Period or (b) 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 Notes, Corporate Units and Treasury Units, and shall provide a copy of such request to the Company shall give Collateral Agent and the Purchase Contract Agent, in the case of an Optional Remarketing, of the Company’s intent to attempt an Optional Remarketing in the Applicable Remarketing Period, and in all cases, of the proposed Remarketing Dates and the procedures to be followed in each Remarketing, including the procedures to be followed by Holders of Separate Notes notice of a Remarketing at least thirty (30) Business Days before the related Applicable Stock Purchase Date. Such notice shall set forth:
(i) the procedures a beneficial owner must follow if it holds its Notes as a component of a Normal Common Equity Unit to elect not to participate in such a Remarketing, the applicable procedures for Holders of Corporate Units to create Treasury Units or Holders of Treasury Units to recreate Corporate Units, as the case may be, the applicable procedures for Holders of Corporate Units to effect an Early Settlement and, in the case of a Final Remarketing, applicable procedures to effect a Cash Settlement and the date by which such election applicable procedures that must be made;
(ii) the procedures followed by a beneficial owner must follow if it holds Holder of Separate Notes if such Holder wishes to elect to participate in exercise its Put Right or by a Holder of Corporate Units if such Remarketing; and
(iii) if the Applicable Stock Purchase Date corresponding to such Remarketing is the Second Delayed Stock Purchase Date, the procedures a beneficial owner of Normal Common Equity Units must follow in the event such Remarketing is a Failed Remarketing in order to elect Holder elects not to exercise its Put Right.
(b) On each Remarketing Settlement DateAt any time after notice is given by the Company in accordance with SECTION 9.1(a), other than during a Blackout Period, each outstanding Note forming part of a Normal Common Equity Unit will be tendered or deemed tendered to the applicable Remarketing Agent for Remarketing unless the Holder thereof elects not to participate in such Remarketing. Each Holder of Notes forming part of a Normal Common Equity Unit, by purchasing such Common Equity Unit, agrees to have such Notes remarketed in any Remarketing (unless such Holder elects not to participate in such Remarketing as provided in the Indenture and in the Stock Purchase Contract Agreement and Pledge Agreement) and authorizes the applicable Remarketing Agent to take any and all actions on its behalf necessary to effect such Remarketing. Each Holder of Notes forming part of a Normal Common Equity Unit shall have the right to elect not to have such Notes sold pursuant to a Remarketing, which right may be exercised by electing, no later than the close of business on the eleventh (11th) Business Day immediately before the Applicable Stock Purchase Date of such Remarketing, Cash Settlement to apply to such Normal Common Equity Unit in accordance with, and subject to, Section 5.2(b) of the Stock Purchase Contract Agreement and Section 5.6 of the Pledge Agreement.
(c) Each Holder of Separate Notes may elect to have such Separate Notes held by such Holder remarketed in any the applicable Remarketing by notifying for which notice was given. A Holder making such an election must notify the Custodial Agent and delivering deliver such Separate Notes to the Custodial Agent before the close of business on the twenty fifth (25th) Business Day immediately before the Applicable Stock Purchase Date of such Remarketing, in accordance with the provisions set forth in the Purchase Contract and Pledge Agreement; provided, however, that, notwithstanding anything in the Indenture to the contrary, no Holder of a Separate Note may so elect to include such Separate Note in a Remarketing unless the principal amount of such Separate Note, and the principal amount of each tranche of Component Notes forming part of such Separate Note, is an integral multiple of one thousand dollars ($1,000). No Any such notice and delivery may not be conditioned upon the level at which any the Reset Rate is established in the Remarketing or any other condition, and each such notice containing any such condition shall be null and voidRemarketing. Each Any such notice and delivery may be withdrawn before withdrawn, other than during a Blackout Period, by notifying the close of business Custodial Agent on or prior to 4:00 p.m., New York City time, on the twenty-fifth (25th) second Business Day immediately before such preceding the first day of the Applicable Stock Purchase Date Remarketing Period in accordance with the Purchase Contract and Pledge Agreement. Each Any such notice and delivery, if delivery not withdrawn in accordance with the immediately preceding sentence, shall sentence will be irrevocable with respect to such Remarketingeach Remarketing to occur during the Applicable Remarketing Period. Pursuant to Section 5.9(c) 5.02 of the Purchase Contract and Pledge Agreement, no later than 11:00 A.M.by 4:00 p.m., New York City time, time on the twenty-fourth (24th) Business Day immediately before preceding the first day of the Applicable Stock Purchase Date of a RemarketingRemarketing Period, the Custodial Agent, based on the notices and deliveries received by it before prior to such time, shall notify the applicable Remarketing Agent of the aggregate principal amount of Separate Notes surrendered for Remarketing. Pursuant and subject to Section 5.02 of the Purchase Contract and Pledge Agreement, Series A-1 Notes that underlie Applicable Ownership Interests in Notes included in Corporate Units will be tendered deemed surrendered for Remarketing (unless in such the case of a final Remarketing, the Holder thereof has duly notified the Purchase Contract Agent of its intent to effect a Cash Settlement and timely paid the Purchase Price) and will be remarketed in accordance with the terms of the Remarketing Agreement and shall cause such Separate Notes to be presented to such Remarketing Agentthe Purchase Contract and Pledge Agreement.
(d) If a Remarketing is Successful, then the applicable Remarketing Agent shall deduct the Remarketing Fee to which it is entitled as provided in Section 3.1(c)(iii) and the related Remarketing Agreement from the gross proceeds of such Remarketing and remit the net proceeds as provided in Section 3.1(c)(iii).
(e) If a Remarketing is Successful, then the Company shall issue a press release through Bloomberg Business News or another reasonable means of distribution stating that such Remarketing was Successful and specifying the Reset Rates and shall post such information on its corporate website.
(f) If a Remarketing is a Failed Remarketing, then the Company shall issue a press release through Bloomberg Business News or another reasonable means of distribution stating that such Remarketing was a Failed Remarketing and shall publish such information on its corporate website.
(gc) The right of each Holder of Remarketed Notes to have its such Series A-1 Notes remarketed on any Remarketing Date and sold in connection with on any Optional Remarketing Date or Final Remarketing Date, as the case may be, shall be limited subject to the extent conditions that (ii)(A) the applicable Remarketing Agent conducts any Optional Remarketing or (i)(B) in the case of a Final Remarketing, that no Successful Optional Remarketing has occurred pursuant to the terms of the Remarketing Agreement and the Purchase Contract and Pledge Agreement; , (ii) such a Termination Event has not occurred prior to the Optional Remarketing Agent is Date or Final Remarketing Date, as the case may be, (iii) the Remarketing Agent(s) are able to find a purchaser or purchasers for the constituent Component Remarketed Notes offered in such Remarketing in accordance with this Article III and at the Remarketing Agreement; Price based on the Reset Rate and (iiiiv) such purchaser each condition precedent to settlement of the Remarketed Notes set forth in the Remarketing Agreement is satisfied or purchasers deliver the purchase price therefor in cash to such Remarketing Agent as and when requiredwaived.
(hd) Neither the Company Series Trustee, the Company, nor any the Remarketing Agent Agent(s) shall be obligated in any case to provide funds to make payment upon tender surrender of Component Series A-1 Notes for remarketing.
Appears in 1 contract
Samples: Supplemental Indenture (Dominion Resources Inc /Va/)
Remarketing Procedures. (a) The Stock Purchase Contract Agreement provides that Unless a Successful Early Remarketing, a Special Event Redemption or a Termination Event has occurred prior to the Applicable Remarketing Period, the Company shall give Holders (as defined thereinengage the Remarketing Agent(s) pursuant to the Remarketing Agreement for the Remarketing of Common Equity the Senior Notes. The Company will, not later than 10 Business Days prior to each Remarketing Announcement Date, request that the Depositary or its nominee notify the Beneficial Owners or Depositary Participants holding Separate Senior Notes, Corporate Units and Treasury Units, and shall provide a copy of such request to the Company shall give Collateral Agent and the Purchase Contract Agent, in the case of an Early Remarketing, of the Company’s intent to attempt an Early Remarketing in the Applicable Remarketing Period, and in all cases, of the proposed Remarketing Date or Dates and the procedures to be followed in each Remarketing, including the procedures to be followed by Holders of Separate Senior Notes notice of a Remarketing at least thirty (30) Business Days before the related Applicable Stock Purchase Date. Such notice shall set forth:
(i) the procedures a beneficial owner must follow if it holds its Notes as a component of a Normal Common Equity Unit to elect not to participate in such a Remarketing, the applicable procedures for Holders of Corporate Units to create Treasury Units or Holders of Treasury Units to recreate Corporate Units, the applicable procedures for Holders of Corporate Units to effect an Early Settlement and, in the case of a Final Remarketing, applicable procedures to effect a Cash Settlement and the date by which such election applicable procedures that must be made;
(ii) the procedures followed by a beneficial owner must follow Holder of Separate Senior Notes if it holds Separate Notes such Holder wishes to elect to participate in exercise its Put Right or by a Holder if such Remarketing; and
(iii) if the Applicable Stock Purchase Date corresponding to such Remarketing is the Second Delayed Stock Purchase Date, the procedures a beneficial owner of Normal Common Equity Units must follow in the event such Remarketing is a Failed Remarketing in order to elect Holder elects not to exercise its Put Right.
(b) On each Remarketing Settlement Date, each outstanding Note forming part of a Normal Common Equity Unit will be tendered or deemed tendered to the applicable Remarketing Agent for Remarketing unless the Holder thereof elects not to participate in such Remarketing. Each Holder of Notes forming part of a Normal Common Equity Unit, by purchasing such Common Equity Unit, agrees to have such Notes remarketed in any Remarketing (unless such Holder elects not to participate in such Remarketing as provided in the Indenture and in the Stock Purchase Contract Agreement and Pledge Agreement) and authorizes the applicable Remarketing Agent to take any and all actions on its behalf necessary to effect such Remarketing. Each Holder of Notes forming part of a Normal Common Equity Unit shall have the right to elect not to have such Notes sold pursuant to a Remarketing, which right may be exercised by electing, no later than the close of business on the eleventh (11th) Business Day immediately before the Applicable Stock Purchase Date of such Remarketing, Cash Settlement to apply to such Normal Common Equity Unit in accordance with, and subject to, Section 5.2(b) of the Stock Purchase Contract Agreement and Section 5.6 of the Pledge Agreement.
(c) Each Holder of Separate Senior Notes may elect to have Separate Senior Notes held by such Separate Notes Holder remarketed in any Remarketing by notifying Remarketing. A Holder making such an election must, pursuant to the Purchase Contract and Pledge Agreement, notify the Custodial Agent and delivering deliver such Separate Senior Notes to the Custodial Agent before the close of business on the twenty fifth (25th) Business Day immediately before the Applicable Stock Purchase Date of such Remarketing, in accordance with the Pledge Agreement; provided, however, that, notwithstanding anything in the Indenture at or prior to the contrary, no Holder of a Separate Note may so elect to include such Separate Note in a Remarketing unless the principal amount of such Separate Note, and the principal amount of each tranche of Component Notes forming part of such Separate Note, is an integral multiple of one thousand dollars ($1,000). No such notice and delivery may be conditioned upon the level at which any Reset Rate is established in the Remarketing or any other condition, and each such notice containing any such condition shall be null and void. Each such notice and delivery may be withdrawn before the close of business on the twenty-fifth (25th) Business Day immediately before such Applicable Stock Purchase Date in accordance with the Pledge Agreement. Each such notice and delivery, if not withdrawn in accordance with the immediately preceding sentence, shall be irrevocable with respect to such Remarketing. Pursuant to Section 5.9(c) of the Pledge Agreement, no later than 11:00 A.M.4:00 p.m., New York City time, on the twenty-fourth (24th) second Business Day immediately before preceding the first day of the Applicable Stock Remarketing Period (but no earlier than the fifth Business Day immediately preceding such first day) in accordance with the provisions set forth in the Purchase Date Contract and Pledge Agreement. 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 at or prior to 4:00 p.m., New York City time, on the second Business Day immediately preceding the first day of the Applicable Remarketing Period in accordance with the provisions set forth in the Purchase Contract and Pledge Agreement. Any such notice and delivery not withdrawn by such time will be irrevocable with respect to each Remarketing to occur during the Applicable Remarketing Period. Pursuant to Sections 5.02 and 5.03 of the Purchase Contract and Pledge Agreement, by 11:00 a.m., New York City time, in the case of an Early Remarketing, or promptly after 4:00 p.m., New York City time, in the case of a Final Remarketing, on the Business Day immediately preceding the first day of the Applicable Remarketing Period, the Custodial Agent, based on the notices and deliveries received by it before prior to such time, shall notify the applicable Remarketing Agent of the aggregate principal amount of Separate Senior Notes tendered for Remarketing. Pursuant and subject to Section 5.02 or 5.03 of the Purchase Contract and Pledge Agreement, Senior Notes that underlie Applicable Ownership Interests in Senior Notes included in Corporate Units will be deemed tendered in such for Remarketing and shall cause such Separate Notes to will be presented to such remarketed in accordance with the terms of the Remarketing AgentAgreement and the Purchase Contract and Pledge Agreement.
(d) If a Remarketing is Successful, then the applicable Remarketing Agent shall deduct the Remarketing Fee to which it is entitled as provided in Section 3.1(c)(iii) and the related Remarketing Agreement from the gross proceeds of such Remarketing and remit the net proceeds as provided in Section 3.1(c)(iii).
(e) If a Remarketing is Successful, then the Company shall issue a press release through Bloomberg Business News or another reasonable means of distribution stating that such Remarketing was Successful and specifying the Reset Rates and shall post such information on its corporate website.
(f) If a Remarketing is a Failed Remarketing, then the Company shall issue a press release through Bloomberg Business News or another reasonable means of distribution stating that such Remarketing was a Failed Remarketing and shall publish such information on its corporate website.
(gc) The right of each Holder of Remarketed Senior Notes to have its such Senior Notes remarketed and sold in connection with on any Remarketing Date shall be limited subject to the extent conditions that (ii)(A) the applicable Remarketing Agent conducts any Early Remarketing or (B) in the case of a Final Remarketing, that no Successful Early Remarketing has occurred pursuant to the terms of the Remarketing Agreement; , (ii) a Termination Event has not occurred prior to such Remarketing Agent is Date, (iii) the Remarketing Agent(s) are able to find a purchaser or purchasers for the constituent Component Remarketed Senior Notes offered in such Remarketing in accordance with this Article III and at the Remarketing Agreement; Price based on the Reset Rate and (iiiiv) such the purchaser or purchasers of the Remarketed Senior Notes deliver the purchase price therefor in cash to such the Remarketing Agent as and when required.
(hd) Neither the Trustee, the Company nor any the Remarketing Agent Agent(s) shall be obligated in any case to provide funds to make payment upon tender of Component Senior Notes for remarketing.
Appears in 1 contract
Remarketing Procedures. (a) The Stock Purchase Contract Agreement provides that 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 Company shall give Holders engage the Remarketing Agent(s) pursuant to the Remarketing Agreement for the Remarketing of the Notes as set forth under Section 9.2. The Company shall, no later than (as defined thereina) in the case of Common Equity an Optional Remarketing, five Business Days prior to the first day of the Optional Remarketing Period or (b) 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 Participants holding Separate Notes, Corporate Units and Treasury Units, and shall provide a copy of such request to the Company shall give Collateral Agent and the Purchase Contract Agent, in the case of an Optional Remarketing, of the Company’s intent to attempt an Optional Remarketing in the Applicable Remarketing Period, and in all cases, of the proposed Remarketing Dates and the procedures to be followed in each Remarketing, including the procedures to be followed by Holders of Separate Notes notice of a Remarketing at least thirty (30) Business Days before the related Applicable Stock Purchase Date. Such notice shall set forth:
(i) the procedures a beneficial owner must follow if it holds its Notes as a component of a Normal Common Equity Unit to elect not to participate in such a Remarketing, the applicable procedures for Holders of Corporate Units to create Treasury Units or Holders of Treasury Units to recreate Corporate Units, as the case may be, the applicable procedures for Holders of Corporate Units to effect an Early Settlement and, in the case of a Final Remarketing, applicable procedures to effect a Cash Settlement and the date by which such election applicable procedures that must be made;
(ii) the procedures followed by a beneficial owner must follow if it holds Holder of Separate Notes if such Holder wishes to elect to participate in exercise its Put Right or by a Holder of Corporate Units if such Remarketing; and
(iii) if the Applicable Stock Purchase Date corresponding to such Remarketing is the Second Delayed Stock Purchase Date, the procedures a beneficial owner of Normal Common Equity Units must follow in the event such Remarketing is a Failed Remarketing in order to elect Holder elects not to exercise its Put Right.
(b) On each Remarketing Settlement DateAt any time after notice is given by the Company in accordance with Section 9.1(a), other than during a Blackout Period, each outstanding Note forming part of a Normal Common Equity Unit will be tendered or deemed tendered to the applicable Remarketing Agent for Remarketing unless the Holder thereof elects not to participate in such Remarketing. Each Holder of Notes forming part of a Normal Common Equity Unit, by purchasing such Common Equity Unit, agrees to have such Notes remarketed in any Remarketing (unless such Holder elects not to participate in such Remarketing as provided in the Indenture and in the Stock Purchase Contract Agreement and Pledge Agreement) and authorizes the applicable Remarketing Agent to take any and all actions on its behalf necessary to effect such Remarketing. Each Holder of Notes forming part of a Normal Common Equity Unit shall have the right to elect not to have such Notes sold pursuant to a Remarketing, which right may be exercised by electing, no later than the close of business on the eleventh (11th) Business Day immediately before the Applicable Stock Purchase Date of such Remarketing, Cash Settlement to apply to such Normal Common Equity Unit in accordance with, and subject to, Section 5.2(b) of the Stock Purchase Contract Agreement and Section 5.6 of the Pledge Agreement.
(c) Each Holder of Separate Notes may elect to have such Separate Notes held by such Holder remarketed in any the applicable Remarketing by notifying for which notice was given. A Holder making such an election must notify the Custodial Agent and delivering deliver such Separate Notes to the Custodial Agent before the close of business on the twenty fifth (25th) Business Day immediately before the Applicable Stock Purchase Date of such Remarketing, in accordance with the provisions set forth in the Purchase Contract and Pledge Agreement; provided, however, that, notwithstanding anything in the Indenture to the contrary, no Holder of a Separate Note may so elect to include such Separate Note in a Remarketing unless the principal amount of such Separate Note, and the principal amount of each tranche of Component Notes forming part of such Separate Note, is an integral multiple of one thousand dollars ($1,000). No Any such notice and delivery may not be conditioned upon the level at which any the Reset Rate is established in the Remarketing or any other condition, and each such notice containing any such condition shall be null and voidRemarketing. Each Any such notice and delivery may be withdrawn before withdrawn, other than during a Blackout Period, by notifying the close of business Custodial Agent on or prior to 4:00 p.m., New York City time, on the twenty-fifth (25th) second Business Day immediately before such preceding the first day of the Applicable Stock Purchase Date Remarketing Period in accordance with the Purchase Contract and Pledge Agreement. Each Any such notice and delivery, if delivery not withdrawn in accordance with the immediately preceding sentence, shall sentence will be irrevocable with respect to such Remarketingeach Remarketing to occur during the Applicable Remarketing Period. Pursuant to Section 5.9(c) 5.02 of the Purchase Contract and Pledge Agreement, no later than 11:00 A.M.by (or, in the case of a Final Remarketing, promptly after) 4:00 p.m., New York City time, time on the twenty-fourth (24th) Business Day immediately before preceding the first day of the Applicable Stock Purchase Date of a RemarketingRemarketing Period, the Custodial Agent, based on the notices and deliveries received by it before prior to such time, shall notify the applicable Remarketing Agent of the aggregate principal amount of Separate Notes surrendered for Remarketing. Pursuant and subject to Section 5.02 of the Purchase Contract and Pledge Agreement, Notes that underlie Applicable Ownership Interests in Notes included in Corporate Units will be tendered deemed surrendered for Remarketing (unless in such the case of a Final Remarketing, the Holder thereof has duly notified the Purchase Contract Agent of its intent to effect a Cash Settlement and timely paid the Purchase Price) and will be remarketed in accordance with the terms of the Remarketing Agreement and shall cause such Separate Notes to be presented to such Remarketing Agentthe Purchase Contract and Pledge Agreement.
(d) If a Remarketing is Successful, then the applicable Remarketing Agent shall deduct the Remarketing Fee to which it is entitled as provided in Section 3.1(c)(iii) and the related Remarketing Agreement from the gross proceeds of such Remarketing and remit the net proceeds as provided in Section 3.1(c)(iii).
(e) If a Remarketing is Successful, then the Company shall issue a press release through Bloomberg Business News or another reasonable means of distribution stating that such Remarketing was Successful and specifying the Reset Rates and shall post such information on its corporate website.
(f) If a Remarketing is a Failed Remarketing, then the Company shall issue a press release through Bloomberg Business News or another reasonable means of distribution stating that such Remarketing was a Failed Remarketing and shall publish such information on its corporate website.
(gc) The right of each Holder of Remarketed Notes to have its such Notes remarketed on any Remarketing Date and sold in connection with on any Optional Remarketing Date or Final Remarketing Date, as the case may be, shall be limited subject to the extent conditions that (ii)(A) the applicable Remarketing Agent conducts any Optional Remarketing or (i)(B) in the case of a Final Remarketing, that no Successful Optional Remarketing has occurred pursuant to the terms of the Remarketing Agreement and the Purchase Contract and Pledge Agreement; , (ii) such a Termination Event has not occurred prior to the Optional Remarketing Agent is Date or Final Remarketing Date, as the case may be, (iii) the Remarketing Agent(s) are able to find a purchaser or purchasers for the constituent Component Remarketed Notes offered in such Remarketing in accordance with this Article III and at the Remarketing Agreement; Price based on the Reset Rate and (iiiiv) such purchaser each condition precedent to settlement of the Remarketed Notes set forth in the Remarketing Agreement is satisfied or purchasers deliver the purchase price therefor in cash to such Remarketing Agent as and when requiredwaived.
(hd) Neither the Company Trustee, the Company, nor any the Remarketing Agent Agent(s) shall be obligated in any case to provide funds to make payment upon tender surrender of Component Notes for remarketing.
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Remarketing Procedures. (a) The Stock Purchase Contract Agreement provides that Unless a Special Event Redemption, a Successful Optional Remarketing or a Termination Event has occurred prior to the Applicable Remarketing Period, the Company shall give Holders (as defined thereinengage the Remarketing Agent(s) pursuant to the Remarketing Agreement for the Remarketing of Common Equity the Debentures. The Company will, not later than 15 days prior to the first day of the Applicable Remarketing Period, request that the Depositary or its nominee notify the Beneficial Owners or Depositary Participants holding Separate Debentures, Corporate Units and Treasury Units, and shall provide a copy of such request to the Company shall give Collateral Agent and the Purchase Contract Agent, in the case of an Optional Remarketing, of the Company’s intent to attempt an Optional Remarketing in the Applicable Remarketing Period, and in all cases, of the proposed Remarketing Date or Dates, of the Company’s option to remarket the Debentures in two or more tranches and the procedures to be followed in each Remarketing, including the procedures to be followed by Holders of Separate Notes notice of a Remarketing at least thirty (30) Business Days before the related Applicable Stock Purchase Date. Such notice shall set forth:
(i) the procedures a beneficial owner must follow if it holds its Notes as a component of a Normal Common Equity Unit to elect not Debentures to participate in such a Remarketing, the applicable procedures for holders of Corporate Units to create Treasury Units or holders of Treasury Units to recreate Corporate Units, the applicable procedures for holders of Corporate Units to effect an Early Settlement and, in the case of a Final Remarketing, applicable procedures to effect a Cash Settlement and the date by which such election applicable procedures that must be made;
(ii) the procedures followed by a beneficial owner must follow Holder of Separate Debentures if it holds Separate Notes such Holder wishes to elect to participate in exercise its Put Right or by a Holder if such Remarketing; and
(iii) if the Applicable Stock Purchase Date corresponding to such Remarketing is the Second Delayed Stock Purchase Date, the procedures a beneficial owner of Normal Common Equity Units must follow in the event such Remarketing is a Failed Remarketing in order to elect Holder elects not to exercise its Put Right.
(b) On Upon a Successful Remarketing, the Debentures shall be substantially identical except that the Debentures may, at the Company’s option, consist of two or more tranches with each tranche (i) maturing at a different date, as determined in accordance with clause (y) of Section 6.02 of this First Supplemental Indenture, (ii) having a different Reset Rate, as determined in accordance with Section 8.03 of this First Supplemental Indenture, and (iii) having different authorized denominations. If, in the reasonable judgment of the Remarketing Settlement DateAgent, each outstanding Note forming part a Remarketing of a Normal Common Equity Unit the Debentures will likely fail to be tendered made at the Remarketing Price because the Debentures have been divided into two or deemed tendered to more tranches, the applicable Remarketing Agent for Remarketing unless shall be obligated to modify the Holder thereof elects not to participate Remarketing, in such Remarketing. Each Holder of Notes forming part of a Normal Common Equity Unitconsultation with the Company, by purchasing such Common Equity Unit, agrees to have such Notes remarketed in any Remarketing (unless such Holder elects not to participate in such Remarketing as provided in the Indenture and in the Stock Purchase Contract Agreement and Pledge Agreement) and authorizes the applicable Remarketing Agent to take any and so that all actions on its behalf necessary to effect such Remarketing. Each Holder of Notes forming part of a Normal Common Equity Unit shall Debentures have the right to elect not to have such Notes sold pursuant to a Remarketingsame terms. For avoidance of doubt, which right may the Remarketing Date shall be exercised by electing, no later than the close same for each tranche of business Debentures and the settlements of each tranche shall be conditioned on the eleventh (11th) Business Day immediately before the Applicable Stock Purchase Date of such Remarketing, Cash Settlement to apply to such Normal Common Equity Unit in accordance with, and subject to, Section 5.2(b) of the Stock Purchase Contract Agreement and Section 5.6 of the Pledge Agreementeach other.
(c) Each Holder of Separate Notes Debentures may elect to have Separate Debentures held by such Separate Notes Holder remarketed in any Remarketing by notifying Remarketing. A Holder making such an election must, pursuant to the Purchase Contract and Pledge Agreement, notify the Custodial Agent and delivering deliver such Separate Notes Debentures to the Custodial Agent before the close of business on the twenty fifth (25th) Business Day immediately before the Applicable Stock Purchase Date of such Remarketing, in accordance with the Pledge Agreement; provided, however, that, notwithstanding anything in the Indenture prior to the contrary, no Holder of a Separate Note may so elect to include such Separate Note in a Remarketing unless the principal amount of such Separate Note, and the principal amount of each tranche of Component Notes forming part of such Separate Note, is an integral multiple of one thousand dollars ($1,000). No such notice and delivery may be conditioned upon the level at which any Reset Rate is established in the Remarketing or any other condition, and each such notice containing any such condition shall be null and void. Each such notice and delivery may be withdrawn before the close of business on the twenty-fifth (25th) Business Day immediately before such Applicable Stock Purchase Date in accordance with the Pledge Agreement. Each such notice and delivery, if not withdrawn in accordance with the immediately preceding sentence, shall be irrevocable with respect to such Remarketing. Pursuant to Section 5.9(c) of the Pledge Agreement, no later than 11:00 A.M.5:00 p.m., New York City time, on the twenty-fourth (24th) second Business Day immediately before preceding the first day of the Applicable Stock Remarketing Period (but no earlier than the Interest Payment Date immediately preceding such first day). 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 prior to 5:00 p.m., New York City time, on the second Business Day immediately preceding the first day of the Applicable Remarketing Period in accordance with the provisions set forth in the Purchase Date Contract and Pledge Agreement. Any such notice and delivery not withdrawn by such time will be irrevocable with respect to each Remarketing to occur during the Applicable Remarketing Period. Pursuant to Sections 5.02 and 5.03 of the Purchase Contract and Pledge Agreement, by 11:00 a.m., New York City time, in the case of an Optional Remarketing, or promptly after 5:00 p.m., New York City time, in the case of a Final Remarketing, on the Business Day immediately preceding the first day of the Applicable Remarketing Period, the Custodial Agent, based on the notices and deliveries received by it before prior to such time, shall notify the applicable Remarketing Agent of the aggregate principal amount of Separate Notes Debentures tendered for Remarketing. If any Holder of Separate Debentures does not elect to have Separate Debentures held by such Holder remarketed in a Remarketing that is to be tendered in conducted with two or more tranches, such Remarketing shall be modified so that all Debentures have the same terms unless such Holder consents in writing to the Remarketing being conducted in two or more tranches and shall cause such Separate Notes to be presented the allocation to such Holder (without any further consent of such Holder) in exchange for its Separate Debenture or Debentures of such tranche or tranches as shall be determined by the Remarketing Agent in consultation with the Company. Subject to the foregoing consent, on the Business Day following the applicable Remarketing Date, the Company shall notify Holders of Separate Debentures who decided not to participate in the Remarketing how the Remarketing Agent, in consultation with the Company, allocated the Debentures of such Holders among the tranches. The Remarketing Agent shall not make any such allocation, except in consultation with the Company. Pursuant and subject to Section 5.02 or 5.03 of the Purchase Contract and Pledge Agreement, Debentures that underlie Applicable Ownership Interests in Debentures included in Corporate Units will be deemed tendered for Remarketing and will be remarketed in accordance with the terms of the Remarketing Agreement and the Purchase Contract and Pledge Agreement.
(d) If a Remarketing is Successful, then the applicable Remarketing Agent shall deduct the Remarketing Fee to which it is entitled as provided in Section 3.1(c)(iii) and the related Remarketing Agreement from the gross proceeds of such Remarketing and remit the net proceeds as provided in Section 3.1(c)(iii).
(e) If a Remarketing is Successful, then the Company shall issue a press release through Bloomberg Business News or another reasonable means of distribution stating that such Remarketing was Successful and specifying the Reset Rates and shall post such information on its corporate website.
(f) If a Remarketing is a Failed Remarketing, then the Company shall issue a press release through Bloomberg Business News or another reasonable means of distribution stating that such Remarketing was a Failed Remarketing and shall publish such information on its corporate website.
(g) The right of each Holder of Remarketed Debentures to have its Notes such Debentures remarketed and sold in connection with on any Remarketing Date shall be limited subject to the extent conditions that (ii)(A) the applicable Remarketing Agent conducts any Optional Remarketing or (B) in the case of a Final Remarketing, that no Successful Optional Remarketing has occurred pursuant to the terms of the Remarketing Agreement; , (ii) neither a Special Event Redemption nor a Termination Event has occurred prior to such Remarketing Agent is Date, (iii) the Remarketing Agent(s) are able to find a purchaser or purchasers for the constituent Component Notes offered in such Remarketing in accordance with this Article III and Remarketed Debentures at the Remarketing Agreement; Price based on the Reset Rate and (iiiiv) such the purchaser or purchasers of the Remarketed Debentures deliver the purchase price therefor in cash to such the Remarketing Agent as and when required.
(he) Neither the Trustee, the Company nor any the Remarketing Agent Agent(s) shall be obligated in any case to provide funds to make payment upon tender of Component Notes Debentures for remarketing.
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Samples: Second Supplemental Indenture (Archer Daniels Midland Co)
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 Company shall engage the Remarketing Agent(s) pursuant to the Remarketing Agreement for the Remarketing of the Series 2019B Notes as set forth under Section 902. The Company shall, no later than (a) The Stock Purchase Contract Agreement provides in the case of an Optional Remarketing, five Business Days prior to the first day of the Optional Remarketing Period or (b) in the case of a Final Remarketing, seven days prior to the first day of the Final Remarketing Period, request that the Company shall give Holders (as defined therein) of Common Equity Depository or its nominee notify the Beneficial Owners or Depository Participants holding Separate Notes, Corporate Units and Treasury Units, and shall provide a copy of such request to the Company shall give Trustee, the Collateral Agent and the Purchase Contract Agent, in the case of an Optional Remarketing, of the Company’s intent to attempt an Optional Remarketing in the Applicable Remarketing Period, and in all cases, of the proposed Remarketing Dates and the procedures to be followed in each Remarketing, including the procedures to be followed by Holders of Separate Notes notice of a Remarketing at least thirty (30) Business Days before the related Applicable Stock Purchase Date. Such notice shall set forth:
(i) the procedures a beneficial owner must follow if it holds its Notes as a component of a Normal Common Equity Unit to elect not to participate in such a Remarketing, the applicable procedures for Holders of Corporate Units to create Treasury Units or Holders of Treasury Units to recreate Corporate Units, as the case may be, the applicable procedures for Holders of Corporate Units to effect an Early Settlement and, in the case of a Final Remarketing, applicable procedures to effect a Cash Settlement and the date by which such election applicable procedures that must be made;
(ii) the procedures followed by a beneficial owner must follow if it holds Holder of Separate Notes if such Holder wishes to elect to participate in exercise its Put Right or by a Holder of Corporate Units if such Remarketing; and
(iii) if the Applicable Stock Purchase Date corresponding to such Remarketing is the Second Delayed Stock Purchase Date, the procedures a beneficial owner of Normal Common Equity Units must follow in the event such Remarketing is a Failed Remarketing in order to elect Holder elects not to exercise its Put Right.
(b) On each Remarketing Settlement Date, each outstanding Note forming part of a Normal Common Equity Unit will be tendered or deemed tendered to the applicable Remarketing Agent for Remarketing unless the Holder thereof elects not to participate in such Remarketing. Each Holder of Notes forming part of a Normal Common Equity Unit, by purchasing such Common Equity Unit, agrees to have such Notes remarketed in any Remarketing (unless such Holder elects not to participate in such Remarketing as provided in the Indenture and in the Stock Purchase Contract Agreement and Pledge Agreement) and authorizes the applicable Remarketing Agent to take any and all actions on its behalf necessary to effect such Remarketing. Each Holder of Notes forming part of a Normal Common Equity Unit shall have the right to elect not to have such Notes sold pursuant to a Remarketing, which right may be exercised by electing, no later than the close of business on the eleventh (11th) Business Day immediately before the Applicable Stock Purchase Date of such Remarketing, Cash Settlement to apply to such Normal Common Equity Unit in accordance with, and subject to, Section 5.2(b) of the Stock Purchase Contract Agreement and Section 5.6 of the Pledge Agreement.
(c) Each Holder of Separate Notes may elect to have such Separate Notes remarketed in any Remarketing by notifying the Custodial Agent and delivering such Separate Notes to the Custodial Agent before the close of business on the twenty fifth (25th) Business Day immediately before the Applicable Stock Purchase Date of such Remarketing, in accordance with the Pledge Agreement; provided, however, that, notwithstanding anything in the Indenture to the contrary, no Holder of a Separate Note may so elect to include such Separate Note in a Remarketing unless the principal amount of such Separate Note, and the principal amount of each tranche of Component Notes forming part of such Separate Note, is an integral multiple of one thousand dollars ($1,000). No such notice and delivery may be conditioned upon the level at which any Reset Rate is established in the Remarketing or any other condition, and each such notice containing any such condition shall be null and void. Each such notice and delivery may be withdrawn before the close of business on the twenty-fifth (25th) Business Day immediately before such Applicable Stock Purchase Date in accordance with the Pledge Agreement. Each such notice and delivery, if not withdrawn in accordance with the immediately preceding sentence, shall be irrevocable with respect to such Remarketing. Pursuant to Section 5.9(c) of the Pledge Agreement, no later than 11:00 A.M., New York City time, on the twenty-fourth (24th) Business Day immediately before the Applicable Stock Purchase Date of a Remarketing, the Custodial Agent, based on the notices and deliveries received by it before such time, shall notify the applicable Remarketing Agent of the aggregate principal amount of Separate Notes to be tendered in such Remarketing and shall cause such Separate Notes to be presented to such Remarketing Agent.
(d) If a Remarketing is Successful, then the applicable Remarketing Agent shall deduct the Remarketing Fee to which it is entitled as provided in Section 3.1(c)(iii) and the related Remarketing Agreement from the gross proceeds of such Remarketing and remit the net proceeds as provided in Section 3.1(c)(iii).
(e) If a Remarketing is Successful, then the Company shall issue a press release through Bloomberg Business News or another reasonable means of distribution stating that such Remarketing was Successful and specifying the Reset Rates and shall post such information on its corporate website.
(f) If a Remarketing is a Failed Remarketing, then the Company shall issue a press release through Bloomberg Business News or another reasonable means of distribution stating that such Remarketing was a Failed Remarketing and shall publish such information on its corporate website.
(g) The right of each Holder to have its Notes remarketed and sold in connection with any Remarketing shall be limited to the extent that (i) the applicable Remarketing Agent conducts a Remarketing pursuant to the terms of the Remarketing Agreement; (ii) such Remarketing Agent is able to find a purchaser or purchasers for the constituent Component Notes offered in such Remarketing in accordance with this Article III and the Remarketing Agreement; and (iii) such purchaser or purchasers deliver the purchase price therefor in cash to such Remarketing Agent as and when required.
(h) Neither the Company nor any Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of Component Notes for remarketing.
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Remarketing Procedures. (a) The Stock Purchase Contract Agreement provides that 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 Company shall give Holders engage the Remarketing Agent(s) pursuant to the Remarketing Agreement for the Remarketing of the Series A Notes as set forth under Section 9.2. The Company shall, no later than (as defined thereina) in the case of Common Equity an Optional Remarketing, five Business Days prior to the first day of the Optional Remarketing Period or (b) in the case of a Final Remarketing, seven days prior to the first day of the Final Remarketing Period, request that the Depositary or its nominee notify the beneficial owners or Depositary Participants holding Separate Notes, Corporate Units and Treasury Units, and shall provide a copy of such request to the Company shall give Collateral Agent and the Purchase Contract Agent, in the case of an Optional Remarketing, of the Company’s intent to attempt an Optional Remarketing in the Applicable Remarketing Period, and in all cases, of the proposed Remarketing Dates and the procedures to be followed in each Remarketing, including the procedures to be followed by Holders of Separate Notes notice of a Remarketing at least thirty (30) Business Days before the related Applicable Stock Purchase Date. Such notice shall set forth:
(i) the procedures a beneficial owner must follow if it holds its Notes as a component of a Normal Common Equity Unit to elect not to participate in such a Remarketing, the applicable procedures for Holders of Corporate Units to create Treasury Units or Holders of Treasury Units to recreate Corporate Units, as the case may be, the applicable procedures for Holders of Corporate Units to effect an Early Settlement and, in the case of a Final Remarketing, applicable procedures to effect a Cash Settlement and the date by which such election applicable procedures that must be made;
(ii) the procedures followed by a beneficial owner must follow if it holds Holder of Separate Notes if such Holder wishes to elect to participate in exercise its Put Right or by a Holder of Corporate Units if such Remarketing; and
(iii) if the Applicable Stock Purchase Date corresponding to such Remarketing is the Second Delayed Stock Purchase Date, the procedures a beneficial owner of Normal Common Equity Units must follow in the event such Remarketing is a Failed Remarketing in order to elect Holder elects not to exercise its Put Right.
(b) On each Remarketing Settlement DateAt any time after notice is given by the Company in accordance with Section 9.1(a), other than during a Blackout Period, each outstanding Note forming part of a Normal Common Equity Unit will be tendered or deemed tendered to the applicable Remarketing Agent for Remarketing unless the Holder thereof elects not to participate in such Remarketing. Each Holder of Notes forming part of a Normal Common Equity Unit, by purchasing such Common Equity Unit, agrees to have such Notes remarketed in any Remarketing (unless such Holder elects not to participate in such Remarketing as provided in the Indenture and in the Stock Purchase Contract Agreement and Pledge Agreement) and authorizes the applicable Remarketing Agent to take any and all actions on its behalf necessary to effect such Remarketing. Each Holder of Notes forming part of a Normal Common Equity Unit shall have the right to elect not to have such Notes sold pursuant to a Remarketing, which right may be exercised by electing, no later than the close of business on the eleventh (11th) Business Day immediately before the Applicable Stock Purchase Date of such Remarketing, Cash Settlement to apply to such Normal Common Equity Unit in accordance with, and subject to, Section 5.2(b) of the Stock Purchase Contract Agreement and Section 5.6 of the Pledge Agreement.
(c) Each Holder of Separate Notes may elect to have such Separate Notes held by such Holder remarketed in any the applicable Remarketing by notifying for which notice was given. A Holder making such an election must notify the Custodial Agent and delivering deliver such Separate Notes to the Custodial Agent before the close of business on the twenty fifth (25th) Business Day immediately before the Applicable Stock Purchase Date of such Remarketing, in accordance with the provisions set forth in the Purchase Contract and Pledge Agreement; provided, however, that, notwithstanding anything in the Indenture to the contrary, no Holder of a Separate Note may so elect to include such Separate Note in a Remarketing unless the principal amount of such Separate Note, and the principal amount of each tranche of Component Notes forming part of such Separate Note, is an integral multiple of one thousand dollars ($1,000). No Any such notice and delivery may not be conditioned upon the level at which any the Reset Rate is established in the Remarketing or any other condition, and each such notice containing any such condition shall be null and voidRemarketing. Each Any such notice and delivery may be withdrawn before withdrawn, other than during a Blackout Period, by notifying the close of business Custodial Agent on or prior to 4:00 p.m., New York City time, on the twenty-fifth (25th) second Business Day immediately before such preceding the first day of the Applicable Stock Purchase Date Remarketing Period in accordance with the Purchase Contract and Pledge Agreement. Each Any such notice and delivery, if delivery not withdrawn in accordance with the immediately preceding sentence, shall sentence will be irrevocable with respect to such Remarketingeach Remarketing to occur during the Applicable Remarketing Period. Pursuant to Section 5.9(c) 5.02 of the Purchase Contract and Pledge Agreement, no later than 11:00 A.M.by (or, in the case of a Final Remarketing, promptly after) 4:00 p.m., New York City time, time on the twenty-fourth (24th) Business Day immediately before preceding the first day of the Applicable Stock Purchase Date of a RemarketingRemarketing Period, the Custodial Agent, based on the notices and deliveries received by it before prior to such time, shall notify the applicable Remarketing Agent of the aggregate principal amount of Separate Notes surrendered for Remarketing. Pursuant and subject to Section 5.02 of the Purchase Contract and Pledge Agreement, Series A Notes that underlie Applicable Ownership Interests in Notes included in Corporate Units will be tendered deemed surrendered for Remarketing (unless in such the case of a Final Remarketing, the Holder thereof has duly notified the Purchase Contract Agent of its intent to effect a Cash Settlement and timely paid the Purchase Price) and will be remarketed in accordance with the terms of the Remarketing Agreement and shall cause such Separate Notes to be presented to such Remarketing Agentthe Purchase Contract and Pledge Agreement.
(d) If a Remarketing is Successful, then the applicable Remarketing Agent shall deduct the Remarketing Fee to which it is entitled as provided in Section 3.1(c)(iii) and the related Remarketing Agreement from the gross proceeds of such Remarketing and remit the net proceeds as provided in Section 3.1(c)(iii).
(e) If a Remarketing is Successful, then the Company shall issue a press release through Bloomberg Business News or another reasonable means of distribution stating that such Remarketing was Successful and specifying the Reset Rates and shall post such information on its corporate website.
(f) If a Remarketing is a Failed Remarketing, then the Company shall issue a press release through Bloomberg Business News or another reasonable means of distribution stating that such Remarketing was a Failed Remarketing and shall publish such information on its corporate website.
(gc) The right of each Holder of Remarketed Notes to have its such Series A Notes remarketed on any Remarketing Date and sold in connection with on any Optional Remarketing Date or Final Remarketing Date, as the case may be, shall be limited subject to the extent conditions that (ii)(A) the applicable Remarketing Agent conducts any Optional Remarketing or (i)(B) in the case of a Final Remarketing, that no Successful Optional Remarketing has occurred pursuant to the terms of the Remarketing Agreement and the Purchase Contract and Pledge Agreement; , (ii) such a Termination Event has not occurred prior to the Optional Remarketing Agent is Date or Final Remarketing Date, as the case may be, (iii) the Remarketing Agent(s) are able to find a purchaser or purchasers for the constituent Component Remarketed Notes offered in such Remarketing in accordance with this Article III and at the Remarketing Agreement; Price based on the Reset Rate and (iiiiv) such purchaser each condition precedent to settlement of the Remarketed Notes set forth in the Remarketing Agreement is satisfied or purchasers deliver the purchase price therefor in cash to such Remarketing Agent as and when requiredwaived.
(hd) Neither the Company Trustee, the Company, nor any the Remarketing Agent Agent(s) shall be obligated in any case to provide funds to make payment upon tender surrender of Component Series A Notes for remarketing.
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