Optional Remarketing Clause Samples

Optional Remarketing. (a) On or prior to the thirteenth Business Day immediately preceding the Stock Purchase Date but no earlier than the sixteenth Business Day immediately preceding the Stock Purchase Date, Holders of Separate Notes may elect to have their Separate Notes remarketed by delivering their Separate Notes, together with a notice of such election, substantially in the form of Exhibit C to the Pledge Agreement, to the Custodial Agent. On the eleventh Business Day immediately prior to the Stock Purchase Date, by 10:00 a.m., New York City time, the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of such Separate Notes to be remarketed. The Custodial Agent will hold such Separate Notes in an account separate from the Collateral Account. A Holder of Separate Notes electing to have its Separate Notes remarketed will also have the right to withdraw such election by written notice to the Custodial Agent, substantially in the form of Exhibit D to the Pledge Agreement, on or prior to the thirteenth Business Day immediately preceding the Stock Purchase Date, upon which notice the Custodial Agent will return such Separate Notes to such Holder. (b) On the tenth Business Day immediately preceding the Stock Purchase Date, the Custodial Agent at the written direction of the Remarketing Agent will deliver to the Remarketing Agent for Remarketing all Separate Notes delivered to the Custodial Agent pursuant to Section 4.5(d) of the Pledge Agreement and not withdrawn pursuant to the terms thereof prior to such date. If the Holder of the Separate Notes delivers only such notice but not the Separate Notes subject to such notice, then none of such Holder's Separate Notes shall be included in the Remarketing. Once the Holder of Separate Notes elects to participate in the Remarketing, such Separate Notes will be remarketed in the Remarketing, unless such notice is properly withdrawn. In accordance with Section 4.5(d) of the Pledge Agreement, upon the occurrence of a Last Failed Remarketing, the Remarketing Agent will promptly return such Separate Notes to the Custodial Agent for redelivery to such Holders of such Separate Notes.
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Optional Remarketing. Pursuant to the Indenture and the Remarketing Agreement, holders of Separated Senior Notes may elect to have such Separated Senior Note remarketed if such holder, on or prior to the second Business Day, but no earlier than the fifth Business Day, preceding the first of the three sequential remarketing dates of any Three-Day Remarketing Period, delivers (a) to the Trustee and the Collateral Agent a notice of that election, substantially in the form of Exhibit B of the Indenture Officers' Certificate and Exhibit F of the Pledge Agreement, respectively, specifying the aggregate principal amount of Senior Notes to be remarketed, and (b) such Separated Senior Notes, by book-entry transfer or other appropriate procedures, to the Collateral Agent for Remarketing, in each case, pursuant to the Indenture. Once the holder of such Separated Senior Notes delivers such notice and Separated Senior Notes as specified in the preceding sentence, such election may not be withdrawn and may not be conditioned upon the level at which the Reset Rate is established in the Remarketing; provided, however, that if such a holder delivers only such a notice but not the Separated Senior Notes subject to the notice, then none of such holder's Separated Senior Notes shall be included in the Remarketing.
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Optional Remarketing. 16 Section 5.8 Application of Proceeds in Settlement; Remarketing ........... 15
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Optional Remarketing. Pursuant to the Indenture and the Remarketing Agreement, holders of Separated Debt Securities may elect to have such Separated Debt Security remarketed if such holder, on or prior to 5:00 p.m. (New York City time) on the Election Date, delivers (a) to the Trustee and the Collateral Agent a notice of that election, substantially in the form of Exhibit __ of the Indenture Officers' Certificate and Exhibit __ of the Pledge Agreement, respectively, specifying the aggregate principal amount of Debt Securities to be remarketed, and (b) such Separated Debt Securities, by book-entry transfer or other appropriate procedures, to the Collateral Agent for Remarketing, in each case, pursuant to the Indenture. Once the holder of such Separated Debt Securities delivers such notice and Separated Debt Securities as specified in the preceding sentence, such election may not be withdrawn and may not be conditioned upon the level at which the Reset Rate is established in the Remarketing; provided, however, that if such a holder delivers only such a notice but not the Separated Debt Securities subject to the notice, then none of such holder's Separated Debt Securities shall be included in the Remarketing.
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Optional Remarketing. 51 Section 5.12.
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Optional Remarketing. 13 Section 1.8. Sinking Fund...............................................14 Section 1.9.
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Optional Remarketing. (i)(A) Unless a Termination Event has occurred, (B) there are any accumulated and unpaid dividends on the Convertible Preferred Stock in respect of prior dividend periods or (C) the Company has not declared a dividend payable on the March 1, 2022 Dividend Payment Date, the Company may elect, at its option, to engage the Remarketing Agent(s), pursuant to the terms of the Remarketing Agreement, to remarket the aggregate number of shares of Convertible Preferred Stock underlying the aggregate Applicable Ownership Interests in Convertible Preferred Stock that are components of Corporate Units, along with any Separate Shares of Convertible Preferred Stock, the holders of which have elected to participate in such remarketing pursuant to Section 5.02(e) below over a period of fifteen consecutive Business Days (each such period, an “Optional Remarketing Period”) selected by the Company that falls during the Optional Remarketing Window (it being understood that the Company has the right to, in its sole and absolute discretion, attempt an Optional Remarketing during multiple Optional Remarketing Periods during the Optional Remarketing Window so long as the Company provides notice of each Optional Remarketing Period in accordance with Section 5.02(a)(ii) below).
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Optional Remarketing. Subject to the terms of the Remarketing Underwriting Agreement, on or prior to the fifth Business Date immediately preceding the Purchase Contract Settlement Date, but no earlier than the Payment Date immediately preceding the Purchase Contract Settlement Date, holders of Separate Preferred Securities which are not components of Income PRIDES may elect to have their Separate Preferred Securities remarketed in the same manner as Underlying Preferred Securities which are components of Income PRIDES (as described herein) by delivering their Separate Preferred Securities, along with a notice of such election, to the Custodial Agent. The Custodial Agent will hold such Separate Preferred Securities in an account separate from the collateral account in which the Pledged Securities will be held. Holders of Separate Preferred Securities electing to have their Separate Preferred Securities remarketed will also have the right to withdraw such election on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date.
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Optional Remarketing. On or prior to the thirteenth Business Day immediately preceding the Stock Purchase Date but no earlier than the sixteenth Business Day immediately preceding the Stock Purchase Date, Holders of Separate Notes may elect to have their Separate Notes remarketed by delivering their Separate Notes, together with a notice of such election, substantially in the form of Exhibit C to the Pledge Agreement, to the Custodial Agent. A Holder of Separate Notes electing to have its Separate Notes remarketed will also have the right to withdraw such election by written notice to the 4 Custodial Agent, substantially in the form of Exhibit D to the Pledge Agreement, on or prior to the thirteenth Business Day immediately preceding the Stock Purchase Date, upon which notice the Custodial Agent will return such Separate Notes to such Holder. If the Holder of the Separate Notes delivers only such notice but not the Separate Notes subject to such notice, then none of such Holder's Separate Notes shall be included in the Remarketing. Once the Holder of Separate Notes elects to participate in the Remarketing, such Separate Notes will be remarketed in the Remarketing unless such notice is properly withdrawn.
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Related to Optional Remarketing

  • Remarketing (a) Unless a Special Event Redemption has occurred, the Company shall engage, no later than 30 days prior to the Remarketing Date, a nationally recognized investment bank (the "REMARKETING Agent") pursuant to a Remarketing Agreement to be entered into between the Company and the Remarketing Agent, but providing for remarketing procedures substantially as set forth below, to sell the Notes of Holders of Normal Units, other than Holders that have elected not to participate in the remarketing pursuant to the procedures set forth in paragraph (b) below, and Holders of Separate Notes that have elected to participate in the remarketing pursuant to the procedures set forth in Section 2.20 below and in Section 4.5(d) of the Pledge Agreement. (b) The Pledged Notes comprising part of Normal Units and the Separate Notes of Holders of Separate Notes that have elected to participate in the Remarketing shall be remarketed by the Remarketing Agent on the Remarketing Date, and, if necessary, on each Subsequent Remarketing Date. A Holder of Normal Units may elect not to participate in a Remarketing and retain the Notes underlying such Normal Units by notifying the Purchase Contract Agent of such election and delivering the Purchase Price to the Collateral Agent prior to 5:00 p.m., New York City time, on the thirteenth Business Day immediately preceding the Stock Purchase Date, which such amount will be paid to the Company on the Stock Purchase Date in settlement of such Holder's obligations under the Purchase Contracts. A Holder of Normal Units that has not settled the related Purchase Contract through a Cash Settlement or an Early Settlement pursuant to Sections 5.4(a) and 5.9 of the Purchase Contract Agreement or by electing not to participate in the Remarketing pursuant to this paragraph (b) and Section 5.4(b)(iv) of the Purchase Contract Agreement shall be deemed to have elected to participate in the Remarketing. (c) No later than 10:00 a.m. (New York City time) on the seventh Business Day preceding the Remarketing Date, the Company, or the Purchase Contract Agent, at the Company's request, shall deliver the Remarketing Notice to Holders of Normal Units and Holders of Separate Notes, of the Remarketing to take place on the Remarketing Date, and, if necessary, on each Subsequent Remarketing Date. The Remarketing Notice will include the amount of cash that must be delivered by Holders of Normal Units that elect not to participate in the remarketing and the deadline for such delivery, as well as information with respect to the exercise of the Put Right. If such Normal Units or Separate Notes are held in global form, the Company, or the Purchase Contract Agent, at the Company's request, will cause the Clearing Agency to notify the Clearing Agency Participants of the Remarketing by no later than the seventh Business Day preceding the Remarketing Date. (d) The Purchase Contract Agent shall notify, by 10:00 a.m., New York City time, on the eleventh Business Day immediately preceding the Stock Purchase Date, the Remarketing Agent and the Collateral Agent of the aggregate principal amount of Notes of Normal Units Holders to be remarketed. On the the eleventh Business Day immediately preceding the Stock Purchase Date, no later than by 10:00 a.m. New York City time, pursuant to the terms of the Pledge Agreement, the Custodial Agent will notify the Remarketing Agent of the aggregate principal amount of Separate Notes to be remarketed. No later than 10:00 a.m., New York City time, on the tenth Business Day immediately preceding the Stock Purchase Date, the Collateral Agent and the Custodial Agent, pursuant to the terms of the Pledge Agreement, will deliver for Remarketing to the Remarketing Agent all Notes to be remarketed. (e) The right of each Holder of Notes to have its Notes tendered for purchase will be limited to the extent that (i) the Remarketing Agent conducts a Remarketing pursuant to the terms of the Remarketing Agreement, (ii) the Notes included in the Remarketing have not been called for redemption upon the occurrence of a Special Event; (iii) the Remarketing Agent is able to find a purchaser or purchasers for the remarketed Notes at a Reset Rate such that the aggregate value of such remarketed Notes is equal to 100.25% of the Remarketing Value and (iv) such purchaser or purchasers deliver the purchase price therefor to the Remarketing Agent. (f) Upon receipt of the notice provided above in paragraph (d) from the Purchase Contract Agent and the Custodial Agent and such Notes from the Collateral Agent and the Custodial Agent, the Remarketing Agent will, on the Remarketing Date, and, if necessary, on each Subsequent Remarketing Date, use its reasonable best efforts to (i) establish a rate of interest that, in the opinion of the Remarketing Agent, will, when applied to the outstanding Notes, enable the then current aggregate market value of the Notes to have a value equal to 100.25% of the Remarketing Value as of the Remarketing Date or as of any Subsequent Remarketing Date, as the case may be (the "RESET RATE") and (ii) sell such Notes on such date at a price equal to 100.25% of the Remarketing Value. (g) If, in spite of using its reasonable best efforts, the Remarketing Agent cannot establish the Reset Rate and remarket the Notes included in the remarketing at a price equal to 100.25% of the Remarketing Value on the Remarketing Date, the Remarketing Agent will attempt to establish the Reset Rate and remarket the Notes included in the remarketing at a price equal to 100.25% of the Remarketing Value on each Subsequent Remarketing Date, if necessary. If, in spite of using its reasonable best efforts, the Remarketing Agent fails to remarket the Notes included in the remarketing at a price equal to 100.25% of the Remarketing Value on or before 4:00 p.m., New York City time, on the third Business Day immediately preceding the Stock Purchase Date, the remarketing will be deemed to have failed (the "LAST FAILED REMARKETING"). (h) On the Remarketing Date and any Subsequent Remarketing Date, the Remarketing Agent shall advise the Company, by telephone, of any successful or unsuccessful Remarketing as soon as practicable after such determination. (i) If a successful Remarketing shall have occurred, the Remarketing Agent will, on or prior to the third Business Day following the date on which the Notes were successfully remarketed, in accordance with the Purchase Contract Agreement and the Remarketing Agreement: (i) deduct and retain for itself the Remarketing Fee; (ii) pay the proceeds from such successful Remarketing related to the Notes of Holders of Normal Units that were remarketed to the Collateral Agent, which, for the benefit of the Company, will thereupon apply such proceeds, in accordance with the Pledge Agreement in direct settlement of the Holders' obligations under the Purchase Contracts; (iii) if any Separate Notes were remarketed, remit to the Custodial Agent for payment to the Holders of such Separate Notes sold in the Remarketing the remaining proceeds from such successful Remarketing attributable to the Separate Notes; and (iv) if there remain any proceeds from such successful Remarketing, after the application of such proceeds as set forth in clauses (i) through (iii) of this sentence, then remit such remaining proceeds to the Purchase Contract Agent for the benefit of the Holders of the Normal Units that were remarketed, all determined on a pro rata basis. (j) If a successful Remarketing occurs, the Remarketing Agent shall, as soon as practicable on the Remarketing Date or on the Subsequent Remarketing Date, as the case may be, in the case of the Company, and by approximately 4:30 p.m. (New York City time) on the Trading Day following the Remarketing Date, or the Subsequent Remarketing Date, as the case may be, advise, by telephone: (i) the Depositary and the Company of the Reset Rate determined in the Remarketing and the aggregate principal amount of Notes sold in the Remarketing; (ii) each purchaser (or the Depository Participant thereof) of the Reset Rate and the aggregate principal amount of remarketed Notes such purchaser is to purchase; and (iii) each purchaser to give instructions to its Depository Participant to pay the purchase price on the date of settlement for such Remarketing in same day funds against delivery of the remarketed Notes purchased through the facilities of DTC. (k) Any distribution to Holders of excess funds and interest described in this Section 2.19 shall be payable at the office of the Purchase Contract Agent in the Borough of Manhattan, New York City, or, if the Units do not remain in book-entry only form, at the option of the Company, by check mailed to the address of the Person entitled thereto at such Person's address as it appears on the Register or by wire transfer to the account maintained in the United States designated by written notice given ten Business Days prior to the applicable payment date by such Person. (l) If a failed remarketing occurs, the Remarketing Agent and the Company, as applicable, shall take the following actions: (i) the Remarketing Agent shall notify by telephone the Company and the Depositary that a failed remarketing has occurred; (ii) The Company will cause a notice of failed remarketing to be published by 9:00 a.m., New York City time, on the Business Day following such failed remarketing; and (iii) The Company will release this information by means of Bloomberg and Reuters (or any successor or equivalent newswires) newswires. (m) The Remarketing Agent shall remit, within three Business Days following the Last Failed Remarketing, the Pledged Notes that were to be remarketed to the Collateral Agent and the Separate Notes that were to be remarketed to the Custodial Agent. The Collateral Agent, for the benefit of the Company, may exercise its rights as a secured party with respect to such Notes, including those actions specified in Section 2.19(n) below; provided that, if upon the Last Failed Remarketing the Collateral Agent exercises such rights for the benefit of the Company with respect to such Notes, any accumulated and unpaid interest on such Notes will become payable by the Company to the Purchase Contract Agent for payment to the Holders of the Normal Units to which such Notes relate. Such payment will be made by the Company on or prior to 2:00 p.m., New York City time, on the Stock Purchase Date in lawful money of the United States by certified or cashier's check or wire transfer in immediately available funds payable to or upon the order of the Purchase Contract Agent. (n) With respect to any Notes which constitute part of Normal Units which are subject to the Last Failed Remarketing, the Collateral Agent for the benefit of the Company reserves all of its rights as a secured party with respect thereto and, subject to applicable law and Section 5.4(e) of the Purchase Contract Agreement, may, among other things permit the Company to, (A) retain and cancel such Notes or (B) cause the Notes to be sold, in either case, in full satisfaction of the Holders' obligations under the Purchase Contracts. (o) In the event of a Last Failed Remarketing, the interest rate payable on the Notes will not be reset. (p) In accordance with DTC's normal procedures, on the date of settlement of such Remarketing, the transactions described above with respect to each Note remarketed in the Remarketing shall be executed through DTC, and the accounts of the respective Depository Participants shall be debited and credited and such remarketed Notes delivered by book-entry as necessary to effect purchases and sales of such remarketed Notes. DTC shall make payment in accordance with its normal procedures. (q) The Remarketing Agent is not obligated to purchase any Notes that otherwise would remain unsold in the Remarketing. Neither the Company nor the Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of the Notes for Remarketing. (r) Under the Remarketing Agreement, the Company, in its capacity as issuer of the Notes, shall be liable for, and shall pay, any and all costs and expenses incurred in connection with the Remarketing, other than the Remarketing Fee. (s) The settlement procedures set forth herein, including provisions for payment by purchasers of the remarketed Notes in the Remarketing, shall be subject to modification to the extent required by DTC or if the book-entry system is no longer available for the remarketed Notes at the time of the Remarketing, to facilitate the Remarketing of the remarketed Notes in certificated form, and shall provide for the authentication and delivery of Notes in a principal amount equal to the unremarketed portion of such Notes. In addition, the Remarketing Agent may modify the settlement procedures set forth herein in order to facilitate the settlement process.

  • Optional Redemption (a) At any time prior to March 15, 2007, the Company may redeem up to 35% of the initially outstanding aggregate principal amount of Notes issued under this Indenture at a redemption price in cash of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings of the Company; provided that: (1) at least 65% of the initially outstanding aggregate principal amount of Notes (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; (2) notice of any such redemption shall be given by the Company to the Holders and the Trustee within 15 days after the consummation of any such Equity Offering; and (3) such redemption shall occur within 60 days of the date of such notice. (b) Except pursuant to the preceding paragraph or paragraph (d) below, the Notes will not be redeemable at the Company’s option prior to March 15, 2008. (c) On or after March 15, 2008, the Company may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount thereof) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on March 15 of the years indicated below: 2008 104.125 % 2009 102.063 % 2010 and thereafter 100.000 % Unless the Company defaults in the payment of the redemption price, interest and Liquidated Damages, if any, will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (d) In addition to the foregoing, if: (1) any Gaming Authority makes a determination of unsuitability of a Holder or beneficial owner of Notes (or of an Affiliate of such Holder or beneficial owner), or (2) any Gaming Authority requires that a Holder or beneficial owner of Notes (or an Affiliate thereof) must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitable, the Company shall have the right, at any time from or after the Issue Date, at its option: (1) to require any such Holder or beneficial owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or (2) to call for the redemption of the Notes of such Holder or beneficial owner at a redemption price equal to the least of: (A) the principal amount thereof, (B) the price at which such Holder or beneficial owner acquired the Notes, in the case of either clause (A) above or this clause (B), together with accrued interest and Liquidated Damages, if any, to the earlier of the date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority, or (C) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or beneficial owner will not have any further rights with respect to the Notes to: (1) exercise, directly or indirectly, through any Person, any right conferred by the Notes; or (2) receive any interest, any Liquidated Damages, or any other distribution or payment with respect to the Notes, or any remuneration in any form from the Company for services rendered or otherwise, except the redemption price of the Notes. The Company shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or beneficial owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitability. (e) Any redemption pursuant to this Section 3.07 (other than any redemption pursuant to Section 3.07(d)) shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.