Final Remarketing Sample Clauses

Final Remarketing. (i) Unless a Termination Event or a Successful Optional Remarketing has previously occurred, in order to dispose of the Notes underlying Pledged Applicable Ownership Interests in Notes of any Holders of Corporate Units who have not notified the Purchase Contract Agent of their intention to effect a Cash Settlement as provided in Section 5.03(a)(i), or who have so notified the Purchase Contract Agent but failed to make such payment as required by Section 5.03(a)(ii), the Company shall engage the Remarketing Agent(s), pursuant to the terms of the Remarketing Agreement, to remarket such Notes, along with any Separate Notes, the holders of which have elected to participate in a Final Remarketing pursuant to Section 5.02(d), over a period of one or more days selected by the Company that fall during the Final Remarketing Period.
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Final Remarketing. (i) Unless a Successful Early Remarketing or a Termination Event has occurred or will occur prior to the Purchase Contract Settlement Date, in order to dispose of the Notes underlying Pledged Applicable Ownership Interests in Notes of any Holders of Corporate Units who have not notified the Purchase Contract Agent of their intention to effect a Cash Settlement as provided in Section 5.03(a)(i) above, or who have so notified the Purchase Contract Agent but failed to make such payment as required by Section 5.03(a)(ii) above, in each case along with any Separate Notes, the holders of which have elected to participate in a Final Remarketing pursuant to clause (c) below, the Company shall engage the Remarketing Agent pursuant to the Remarketing Agreement to remarket such Notes on any date or dates selected by the Company during the Final Remarketing Period (each such date, a “Final Remarketing Date”). The Purchase Contract Agent, based on the notices specified pursuant to Section 5.03(a)(iv), shall notify the Remarketing Agent in writing, promptly after 4:00 p.m. (New York City time) on the Business Day immediately preceding the first day of the Final Remarketing Period, of the aggregate principal amount of Notes attributable to the Pledged Applicable Ownership Interests in Notes that are to be remarketed. Concurrently, the Custodial Agent, based on the notices specified in clause (c) below, will notify the Remarketing Agent in writing of the aggregate principal amount of Separate Notes to be remarketed in any Remarketing to occur in the Final Remarketing Period. Upon receipt of notice from the Purchase Contract Agent as set forth in this Section 5.03(b)(i) and notice of the Separate Notes (if any) from the Custodial Agent as set forth in this Section 5.03(b)(i), the Remarketing Agent shall, on the Remarketing Date or Dates in the Final Remarketing Period, use reasonable efforts to remarket, as provided in the Remarketing Agreement, such Notes and such Separate Notes at the applicable Remarketing Price.
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Final Remarketing. Unless a Special Event Redemption has occurred prior to the Final Remarketing Date, if a Failed Initial Remarketing has occurred, the Collateral Agent shall, by 11:00 a.m., New York City time, on the Business Day immediately preceding the Final Remarketing Date, without any instruction from any Holder of Corporate Units, present the related Pledged Senior Notes to the Remarketing Agent for Final Remarketing. In the event of a Failed Final Remarketing, the Senior Notes presented to the Remarketing Agent pursuant to this Section 7.04 for Remarketing shall be redeposited into the Collateral Account.
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Final Remarketing. (i) Unless a Termination Event or a Successful Optional Remarketing has occurred, in order to dispose of the Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Convertible Preferred Stock of any Holders of Corporate Units, the Company shall engage the Remarketing Agent(s), pursuant to the terms of the Remarketing Agreement, to use its reasonable best efforts to remarket such Convertible Preferred Stock, along with any Separate Shares of Convertible Preferred Stock, the holders of which have elected to participate in the Final Remarketing pursuant to Section 5.02(e) below, during the Final Remarketing Period.
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Final Remarketing. (i) Unless a Termination Event or a Successful Optional Remarketing has occurred, in order to remarket the Mandatory Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock of any Holders of Corporate Units, the Company shall engage the Remarketing Agent(s), and the Company shall, and the Company shall cause the Remarketing Agent(s) pursuant to the terms of the Remarketing Agreement to, use its reasonable best efforts to remarket such Mandatory Convertible Preferred Stock, along with any Separate Shares of Mandatory Convertible Preferred Stock, the holders of which have elected to participate in the Final Remarketing pursuant to Section 5.02(d) below, during the Final Remarketing Period. For the avoidance of doubt, and without limiting the generality of the foregoing, the Company and its Board of Directors shall accept the terms of a Successful Final Remarketing if the Closing Price of the Common Stock at the time of any scheduled, proposed or purported Final Remarketing Date is above the Threshold Appreciation Price.
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Final Remarketing. (i) Unless a Termination Event or a Successful Optional Remarketing has occurred, in order to dispose of the Notes underlying Pledged Applicable Ownership Interests in Notes of any Holders of Corporate Units, the Company shall engage the Remarketing Agent(s), pursuant to the terms of the Remarketing Agreement, to use its reasonable best efforts to remarket such Notes, along with any Separate Notes, the holders of which have elected to participate in the Final Remarketing pursuant to Section 5.02(e) below, during the Final Remarketing Period.
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Final Remarketing. 19 Section 7.05
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Related to Final Remarketing

  • Remarketing Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth or incorporated by reference herein and in the Remarketing Agreement, the Remarketing Agent agrees to use its reasonable efforts to remarket, in the manner set forth in Section 2(b) of the Remarketing Agreement, the aggregate principal amount, as the case may be, of Securities set forth in Schedule I hereto at a purchase price not less than 100% of the [Minimum Initial Remarketing Price] [aggregate principal amount of the Securities]. In connection therewith, the registered holder or holders thereof agree, in the manner specified in Section 5 hereof, to pay to the Remarketing Agent a Remarketing Fee equal to an amount not exceeding 25 basis points (0.25%) of [the Minimum Initial Remarketing Price] [such aggregate principal amount,] payable by deduction from any amount received in connection from such [Initial][Secondary] Remarketing in excess of the [Minimum Initial Remarketing Price] [aggregate principal amount of the Securities]. The right of each holder of Securities to have Securities tendered for purchase shall be limited to the extent set forth in the last sentence of Section 2(b) of the Remarketing Agreement (which is incorporated by reference herein). As more fully provided in Section 2(c) of the Remarketing Agreement (which is incorporated by reference herein), the Remarketing Agent is not obligated to purchase any Securities in the remarketing or otherwise, and neither the Company nor the Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of Securities for remarketing.

  • Primary Servicing Fee; Carryover Servicing Fee The Primary Servicing Fee for each calendar month and any Carryover Servicing Fees payable on any Distribution Date in arrears by the Issuer shall be equal to the amounts determined by reference to the schedule of fees attached hereto as Attachment A. Notwithstanding anything to the contrary contained herein or in any other Basic Document, the Servicer shall be entitled to receive any Carryover Servicing Fee on any Distribution Date only if and to the extent that sufficient funds are available pursuant to Section 2.8(i) of the Administration Agreement.

  • Collections Payment Processing Remittance (a) Collection Efforts, Policies, Procedures.

  • Custodial Account Funds in any custodial accounts established by the Servicer and maintained in respect of the REMIC may be invested and, if invested, shall be invested in Eligible Investments selected by the Servicer which shall mature not later than the Business Day immediately preceding the next Remittance Date, and any such Eligible Investment shall not be sold or disposed of prior to its maturity. All such Eligible Investments shall be made in the name of the REMIC or its nominee. All income and gain realized from any such investment shall be, as long as the Servicer is servicing the Mortgage Loans held by the REMIC, for the benefit of the Servicer as additional compensation and shall be subject to its withdrawal or order from time to time. The amount of any losses incurred in respect of any such investments shall be deposited in the relevant account by the Servicer out of its own funds immediately as realized. The foregoing requirements for deposit in such account are exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments of interest on funds in such account and, as long as the Servicer is servicing the Mortgage Loans held by the REMIC, payments in the nature of prepayment fees, late payment charges, assumption fees or any similar fees customarily associated with the servicing mortgage loans paid by any mortgagor need not be deposited by the Servicer in such account and may be retained by the Servicer as additional servicing compensation. If the Servicer deposits in such account any amount not required to be deposited therein, it may at any time withdraw such amount, any provision herein to the contrary notwithstanding.

  • Custodial Accounts; Distribution Account (a) On or prior to the Closing Date, the Master Servicer shall have caused each Servicer to establish and maintain one or more Custodial Accounts, as provided in the related Purchase and Servicing Agreement, into which all Scheduled Payments and unscheduled payments with respect to the related Mortgage Loans, net of any deductions or reimbursements permitted under the related Purchase and Servicing Agreement, shall be deposited. On each Distribution Account Deposit Date, the Servicers shall remit to the Securities Administrator for deposit into the Distribution Account, all amounts so required to be deposited into such account in accordance with the terms of the related Purchase and Servicing Agreements.

  • Remittance Date The 18th day (or if such 18th day is not a Business Day, the first Business Day immediately following) of any month.

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