Remarketing; Payment of Purchase Price. (a) (i) Unless a Tax Event Redemption or a Successful Remarketing has occurred or will occur, on or prior to the last possible Reset Date related to the applicable Three-Day Remarketing Period, the Company 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), (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 to in the manner set forth in clause (ii) below to have their Senior Notes so remarketed. Promptly after 11:00 a.m., New York City time, on the Business Day immediately preceding the first Remarketing Date of the applicable Three-Day Remarketing Period, the Purchase Contract Agent shall notify the Remarketing Agent of the aggregate principal amount of Pledged Senior Notes and the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of Separate Senior Notes, if any, that are to be remarketed pursuant to clause (ii) below. Concurrently, the Custodial Agent will present for Remarketing the Separate Senior Notes to the Remarketing Agent. Upon receipt of such notices from the Purchase Contract Agent and Custodial Agent, and the Separate Senior Notes for Remarketing from the Custodial Agent, the Remarketing Agent shall, during the Three-Day Remarketing Period, use its reasonable efforts to remarket (based on the Reset Rate) such Pledged Senior Notes and Separate Senior Notes at a price equal to the sum of (x) approximately 100.00% of the sum of the Remarketing Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price and (y) the Remarketing Fee. If the Remarketing Agent is able to remarket the Pledged Senior Notes and Separate Senior Notes at a price equal to or greater than 100.00% of the Remarketing Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price (a “Successful Early Remarketing”), the Collateral Agent shall instruct the Securities Intermediary to:
Appears in 1 contract
Samples: Purchase Contract and Pledge Agreement (Southern Union Co)
Remarketing; Payment of Purchase Price. (a) (ia)(i) Unless a Tax Special Event Redemption or a Successful Remarketing has occurred or will occur, on or prior to the last possible Reset Date related to the applicable Three-Day Initial Remarketing PeriodDate, the Company 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 engage the Remarketing Agent pursuant to remarket, in whole the Remarketing Agreement for Remarketing the Debt Securities. By 11:00 a.m. (but not in part), (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 to in the manner set forth in clause (ii) below to have their Senior Notes so remarketed. Promptly after 11:00 a.m., New York City time, ) on the second Business Day immediately preceding the first Initial Remarketing Date of the applicable Three-Day Remarketing PeriodDate, the Purchase Contract Agent shall notify the Remarketing Agent of the aggregate principal amount of Pledged Senior Notes Debt Securities, and the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of Separate Senior Notes, Debt Securities (if any, ) that are to be remarketed pursuant to clause (ii) below. Concurrently, the Custodial Agent Agent, pursuant to the terms of the Pledge Agreement, will present for Remarketing the Pledged Debt Securities, and the Custodial Agent, pursuant to clause (ii) below, will present for Remarketing the Separate Senior Notes Debt Securities to the Remarketing Agent. Upon receipt of such notices notice from the Purchase Contract Agent and Custodial Agent, and the Pledged Debt Securities and Separate Senior Notes for Remarketing Debt Securities (if any) from the Collateral Agent and the Custodial Agent, the Remarketing Agent shallwill, during on the Three-Day Initial Remarketing PeriodDate, use its reasonable efforts to remarket (based on the Reset Rate) (the "Initial Remarketing") such Pledged Senior Notes Debt Securities and Separate Senior Notes Debt Securities on such date at a price equal to the sum of (x) approximately 100.00100.50% of the sum of the Remarketing Treasury Portfolio Purchase Price plus the Separate Senior Notes Debt Securities Purchase Price and (y) the Remarketing FeePrice. If the Remarketing Agent is able to remarket the Pledged Senior Notes Debt Securities and Separate Senior Notes Debt Securities at a price equal to or greater than 100.00100.50% of the Remarketing Treasury Portfolio Purchase Price plus the Separate Senior Notes Debt Securities Purchase Price (a “"Successful Early Initial Remarketing”"), the Collateral Agent shall instruct shall, in accordance with the Pledge Agreement, cause the Securities Intermediary to:to transfer the Pledged Debt Securities upon confirmation of deposit by the Remarketing Agent of the proceeds of such Successful Remarketing in the Collateral Account, and the portion of the proceeds from such Successful Initial Remarketing equal to the Treasury Portfolio Purchase Price will be applied to purchase the Treasury Portfolio. The Remarketing Agent may deduct as a remarketing fee (the "Remarketing Fee") an amount not exceeding ___ basis points (___%) of the sum of the Treasury Portfolio Purchase Price plus the Separate Debt Securities Purchase Price in excess of the Treasury Portfolio Purchase Price. With respect to Pledged Debt Securities, any proceeds of the Initial Remarketing in excess of the sum of the Treasury Portfolio Purchase Price plus the Remarketing Fee with respect to such Pledged Debt Securities will be remitted to the Purchase Contract Agent for payment to the Holders of the related Corporate Units. The Treasury Portfolio will be substituted for the Pledged Debt Securities and the appropriate Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio will be pledged to the Collateral Agent to secure the obligation of the Holders of Corporate Units to pay the Purchase Price for the Common Stock under the related Purchase Contracts on the Purchase Contract Settlement Date. With respect to Separate Debt Securities upon a Successful Initial Remarketing, any proceeds of the Initial Remarketing in excess of the Remarketing Fee attributable to the Separate Debt Securities will be remitted to the Custodial Agent for payment to the holders of Separate Debt Securities. None of the Company, the Purchase Contract Agent, or any Holders of Corporate Units or holders of Separate Debt Securities whose Debt Securities or Separate Debt Securities are so remarketed will otherwise be responsible for the payment of any Remarketing Fee in connection therewith. Following the occurrence of a Successful Initial Remarketing, the Holders of Corporate Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio as the Holder of Corporate Units and the Collateral Agent had in respect of the Debt Securities, subject to the Pledge thereof as provided in the Pledge Agreement, and any reference herein or in the Certificates to the Debt Securities shall be deemed to be a reference to such Applicable Ownership Interests in the Treasury Portfolio and any reference herein or in the Certificates to interest on the Debt Securities shall be deemed to be a reference to corresponding distributions on such Applicable Ownership Interests in the Treasury Portfolio. The Company may cause to be made in any Corporate Units Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of such Applicable Ownership Interests in the Treasury Portfolio for Debt Securities. If, in spite of using its reasonable efforts, the Remarketing Agent cannot remarket the Pledged Debt Securities and the Separate Debt Securities (if any) in the Initial Remarketing (other than to the Company) at a price not less than 100.50% of the sum of the Treasury Portfolio Purchase Price plus the Separate Debt Securities Purchase Price or a condition precedent set forth in the Remarketing Agreement is not fulfilled, the Initial Remarketing will be deemed to have failed (a "Failed Initial Remarketing"). Promptly following a Failed Initial Remarketing, the Remarketing Agent shall return the Pledged Debt Securities and the Separate Debt Securities (if any) subject to such Remarketing to the Collateral Agent or to the Custodial Agent, as the case may be.
Appears in 1 contract
Remarketing; Payment of Purchase Price. (a) (i) Unless a Tax Special Event Redemption or a Successful Remarketing has occurred or will occur, on or prior to the last possible Reset Date related to the applicable Three-Day Initial Remarketing PeriodDate, the Company 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 engage the Remarketing Agent pursuant to remarket, in whole the Remarketing Agreement for Remarketing the Senior Notes. By 11:00 a.m. (but not in part), (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 to in the manner set forth in clause (ii) below to have their Senior Notes so remarketed. Promptly after 11:00 a.m., New York City time, ) on the Business Day immediately preceding the first Initial Remarketing Date of the applicable Three-Day Remarketing PeriodDate, the Purchase Contract Collateral Agent shall notify the Remarketing Agent of the aggregate principal amount of Pledged Senior Notes Notes, and the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of Separate Senior Notes, Notes (if any, ) that are to be remarketed pursuant to clause (ii) below. Concurrently, the Custodial Agent will present for Remarketing remarketing the Separate Senior Notes to the Remarketing Agent. Upon receipt of such notices notice from the Purchase Contract Collateral Agent and Custodial Agent, and the Separate Senior Notes for Remarketing remarketing from the Custodial Agent, the Remarketing Agent shallwill, during on the Three-Day Initial Remarketing PeriodDate, use its commercially reasonable efforts to remarket (based on the Reset Rate) (the “Initial Remarketing”) such Pledged Senior Notes and Separate Senior Notes on such date at a price of equal to approximately 100.25% (or, if the sum of (xRemarketing Agent is unable to remarket the Pledged Notes and Separate Senior Notes, at a rate below 100.25% but in no event less than 100%) approximately 100.00% of the sum of the Remarketing Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price and (y) Price, as provided in the Remarketing FeeAgreement. If the Remarketing Agent is able to remarket the Pledged Senior Notes and Separate Senior Notes at a price equal to or greater than 100.00100% of the Remarketing Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price (a “Successful Early Initial Remarketing”), the Collateral Agent shall instruct shall, in accordance with the Pledge Agreement, cause the Securities Intermediary to:to transfer the Pledged Senior Notes upon confirmation of deposit by the Remarketing Agent of the proceeds of such Successful Remarketing in the Collateral Account, and the portion of the proceeds from such Successful Initial Remarketing equal to the Treasury Portfolio Purchase Price will be applied to purchase the Treasury Portfolio. The Remarketing Agent will deduct as a remarketing fee an amount equal to the lesser of (x) 25 basis points (.25%) of the sum of the Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price and (y) any proceeds of such Successful Remarketing in excess of the Treasury Portfolio Price plus the Separate Senior Notes Purchase Price. To the extent that such amount is less than 25 basis points of the Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price, the Company shall pay an amount, as an additional remarketing fee, to the Remarketing Agent equal to such shortfall (such amount, together with the amount in the previous sentence, the “Remarketing Fee”). With respect to Pledged Senior Notes upon a Successful Initial Remarketing, any proceeds of the Initial Remarketing in excess of the sum of the Treasury Portfolio Purchase Price plus the portion of the Remarketing Fee attributable to such Pledged Senior Notes will be remitted to the Purchase Contract Agent for payment to the Holders of the related Corporate Units. The Treasury Portfolio will be substituted for the Pledged Senior Notes and the appropriate Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio will be pledged to the Collateral Agent to secure the obligation of the Holders of Corporate Units to pay the Purchase Price for the Common Stock under the related Purchase Contracts on the Purchase Contract Settlement Date. With respect to Separate Senior Notes upon a Successful Initial Remarketing, any proceeds of the Initial Remarketing in excess of the portion of the Remarketing Fee attributable to the Separate Senior Notes will be remitted to the Custodial Agent for payment to the holders of Separate Senior Notes. None of the Company, the Purchase Contract Agent, or any Holders of Corporate Units or holders of Separate Senior Notes whose Senior Notes or Separate Senior Notes are so remarketed will otherwise be responsible for the payment of any Remarketing Fee in connection therewith. Following the occurrence of a Successful Initial Remarketing, the Holders of Corporate Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio as the Holder of Corporate Units and the Collateral Agent had in respect of the Senior Notes, subject to the Pledge thereof as provided in the Pledge Agreement, and any reference herein or in the Certificates to the Senior Notes shall be deemed to be a reference to such Applicable Ownership Interests (as specified in clause (i) of the definition of that term) in the Treasury Portfolio and any reference herein or in the Certificates to interest on the Senior Notes shall be deemed to be a reference to corresponding distributions on such Applicable Ownership Interests in the Treasury Portfolio. The Company may cause to be made in any Corporate Units Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of such Applicable Ownership Interests (as specified in clause (i) of the definition of that term) in the Treasury Portfolio for Senior Notes as Collateral. In the event of a Successful Remarketing, the Maturity Date may be extended to a date selected by the Company to a date that is two or three years from the date on which the Reset Rate is set. Such extended maturity date (the “Extended Maturity Date”), if any, will be specified in the remarketing announcement and will become effective on the date on which the Reset Rate is set. If, in spite of using its commercially reasonable efforts, the Remarketing Agent cannot remarket the Pledged Senior Notes and the Separate Senior Notes (if any) in the Initial Remarketing (other than to the Company) at a price not less than 100% of the sum of the Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price or a condition precedent set forth in the Remarketing Agreement is not fulfilled, the Initial Remarketing will be deemed to have failed (a “Failed Initial Remarketing”). Upon a Failed Initial Remarketing, the Remarketing Agent shall return the Separate Senior Notes (if any) subject to such Remarketing to the Custodial Agent.
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Remarketing; Payment of Purchase Price. (a) (i) Unless a Tax Special Event Redemption or a Successful Remarketing has occurred or will occur, on or prior to the last possible Reset Date related to the applicable Three-Day Initial Remarketing PeriodDate, the Company 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 engage the Remarketing Agent pursuant to remarket, in whole the Remarketing Agreement for Remarketing the Notes. By 11:00 a.m. (but not in part), (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 to in the manner set forth in clause (ii) below to have their Senior Notes so remarketed. Promptly after 11:00 a.m., New York City time, ) on the Business Day immediately preceding the first Initial Remarketing Date of the applicable Three-Day Remarketing PeriodDate, the Purchase Contract Agent shall notify the Remarketing Agent of the aggregate principal amount of Pledged Senior Notes Notes, and the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of Separate Senior Notes, Notes (if any, ) that are to be remarketed pursuant to clause (ii) below. Concurrently, the Collateral Agent, pursuant to the terms of the Pledge Agreement, will present for Remarketing the Pledged Notes, and the Custodial Agent Agent, pursuant to clause (ii) below, will present for Remarketing the Separate Senior Notes Notes, to the Remarketing Agent. Upon receipt of such notices notice from the Purchase Contract Agent and Custodial Agent, Agent and the Pledged Notes and Separate Senior Notes for Remarketing (if any) from the Collateral Agent and Custodial Agent, the Remarketing Agent shallwill, during on the Three-Day Initial Remarketing PeriodDate, use its reasonable efforts to remarket (based on the Reset Rate) (the "INITIAL REMARKETING") such Pledged Senior Notes and Separate Senior Notes on such date at a price equal of approximately 100.25% (or, if the Remarketing Agent is unable to remarket the sum Pledged Notes and Separate Notes at such rate, at a rate below 100.25% in the discretion of (xthe Remarketing Agent, but in no event less than 100%, net of any Remarketing Fee and any other fees and commissions) approximately 100.00% of the sum of the Remarketing Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price and (y) the Remarketing FeePrice. If the Remarketing Agent is able to remarket the Pledged Senior Notes and Separate Senior Notes at a price equal to or greater than 100.00100% (net of any Remarketing Fee and any other fees and commissions) of the Remarketing Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price (a “Successful Early "SUCCESSFUL INITIAL Remarketing”"), the portion of the proceeds from such Successful Initial Remarketing equal to the Treasury Portfolio Purchase Price will be applied to purchase the Treasury Portfolio. The Remarketing Agent shall deduct as a remarketing fee (the "REMARKETING FEE") an amount equal to the lesser of (i) 25 basis points (0.25%) of the sum of the Treasury Portfolio Purchase Price plus the Separate Notes Purchase Price and (ii) the amount of the proceeds of such Remarketing in excess of the sum of the Treasury Portfolio Purchase Price plus the Separate Notes Purchase Price. None of the Company, the Purchase Contract Agent, or any Holders of Corporate Units or holders of Separate Notes whose Notes or Separate Notes are so remarketed will otherwise be responsible for the payment of any Remarketing Fee in connection therewith. With respect to Separate Notes, any proceeds of the Initial Remarketing in excess of the Remarketing Fee attributable to the Separate Notes will be remitted to the Custodial Agent for payment to the holders of Separate Notes. With respect to Pledged Notes, any proceeds of the Initial Remarketing in excess of the sum of the Treasury Portfolio Purchase Price plus the Remarketing Fee with respect to such Pledged Notes will be remitted to the Purchase Contract Agent for payment to the Holders of the related Corporate Units. The Treasury Portfolio will be substituted for the Pledged Notes and the appropriate Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio will be pledged to the Collateral Agent to secure the obligation of the Holders of Corporate Units to pay the Purchase Price for the Common Stock under the related Purchase Contracts on the Purchase Contract Settlement Date. Following the occurrence of a Successful Initial Remarketing, the Holders of Corporate Units and the Collateral Agent shall instruct have such security interests, rights and obligations with respect to the Securities Intermediary to:Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio as the Holder of Corporate Units and the Collateral Agent had in respect of the Notes, subject to the Pledge thereof as provided in the Pledge Agreement, and any reference herein or in the Certificates to the Notes shall be deemed to be a reference to such Applicable Ownership Interests in the Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on such Applicable Ownership Interests in the Treasury Portfolio. The Company may cause to be made in any Corporate Units Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of such Applicable Ownership Interests in the Treasury Portfolio for Notes. If, in spite of using its reasonable efforts, the Remarketing Agent cannot remarket the Pledged Notes and the Separate Notes (if any) in the Initial Remarketing (other than to the Company) at a price not less than 100% (net of any Remarketing Fee and any other fees and commissions) of the sum of the Treasury Portfolio Purchase Price plus the Separate Notes Purchase Price or a condition precedent set forth in the Remarketing Agreement is not fulfilled, the Initial Remarketing will be deemed to have failed (a "FAILED INITIAL REMARKETING"). Upon a Failed Initial Remarketing, the Remarketing Agent shall return the Pledged Notes and Separate Notes (if any) subject to such Remarketing to the Collateral Agent or the Custodial Agent, as the case may be.
Appears in 1 contract
Samples: Purchase Contract Agreement (Phoenix Companies Inc/De)
Remarketing; Payment of Purchase Price. (a) (i) Unless a Tax Special Event Redemption or a Successful Remarketing has occurred or will occur, on or prior to the last possible Reset Date related to the applicable Three-Day Initial Remarketing PeriodDate, the Company 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 engage the Remarketing Agent pursuant to remarket, in whole the Remarketing Agreement for Remarketing the Senior Notes. By 11:00 a.m. (but not in part), (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 to in the manner set forth in clause (ii) below to have their Senior Notes so remarketed. Promptly after 11:00 a.m., New York City time, ) on the Business Day immediately preceding the first Initial Remarketing Date of the applicable Three-Day Remarketing PeriodDate, the Purchase Contract Collateral Agent shall notify the Remarketing Agent of the aggregate principal amount of Pledged Senior Notes Notes, and the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of Separate Senior Notes, Notes (if any, ) that are to be remarketed pursuant to clause (ii) below. Concurrently, the Custodial Agent will present for Remarketing remarketing the Separate Senior Notes to the Remarketing Agent. Upon receipt of such notices notice from the Purchase Contract Collateral Agent and Custodial Agent, and the Separate Senior Notes for Remarketing remarketing from the Custodial Agent, the Remarketing Agent shallwill, during on the Three-Day Initial Remarketing PeriodDate, use its commercially reasonable efforts to remarket (based on the Reset Rate) (the “Initial Remarketing”) such Pledged Senior Notes and Separate Senior Notes on such date at a price of equal to the sum of (x) approximately 100.00100.25% of the sum of the Remarketing Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price and (y) Price, as provided in the Remarketing FeeAgreement. If the Remarketing Agent is able to remarket the Pledged Senior Notes and Separate Senior Notes at a price equal to or greater than 100.00100% of the Remarketing Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price (a “Successful Early Initial Remarketing”), the Collateral Agent shall instruct shall, in accordance with the Pledge Agreement, cause the Securities Intermediary to:to transfer the Pledged Senior Notes upon confirmation of deposit by the Remarketing Agent of the proceeds of such Successful Remarketing in the Collateral Account, and the portion of the proceeds from such Successful Initial Remarketing equal to the Treasury Portfolio Purchase Price will be applied to purchase the Treasury Portfolio. The Remarketing Agent may deduct as a remarketing fee an amount not exceeding 25 basis points (.25%) of the sum of the Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price from any proceeds of the Successful Remarketing in excess of the Treasury Portfolio Price plus the Separate Senior Notes Purchase Price. To the extent that such excess proceeds are less than 25 basis points of the Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price, the Company shall pay an amount, as an additional remarketing fee, to the Remarketing Agent equal to such shortfall (such amount, together with the amount in the previous sentence, the “Remarketing Fee”). With respect to Pledged Senior Notes upon a Successful Initial Remarketing, any proceeds of the Initial Remarketing in excess of the sum of the Treasury Portfolio Purchase Price plus the portion of Remarketing Fee attributable to such Pledged Senior Notes will be remitted to the Purchase Contract Agent for payment to the Holders of the related Corporate Units. The Treasury Portfolio will be substituted for the Pledged Senior Notes and the appropriate Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio will be pledged to the Collateral Agent to secure the obligation of the Holders of Corporate Units to pay the Purchase Price for the Common Stock under the related Purchase Contracts on the Purchase Contract Settlement Date. With respect to Separate Senior Notes upon a Successful Initial Remarketing, any proceeds of the Initial Remarketing in excess of the portion of the Remarketing Fee attributable to the Separate Senior Notes will be remitted to the Custodial Agent for payment to the holders of Separate Senior Notes. None of the Company, the Purchase Contract Agent, or any Holders of Corporate Units or holders of Separate Senior Notes whose Senior Notes or Separate Senior Notes are so remarketed will otherwise be responsible for the payment of any Remarketing Fee in connection therewith. Following the occurrence of a Successful Initial Remarketing, the Holders of Corporate Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio as the Holders of Corporate Units and the Collateral Agent had in respect of the Senior Notes, subject to the Pledge thereof as provided in the Pledge Agreement, and any reference herein or in the Certificates to the Senior Notes shall be deemed to be a reference to such Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio and any reference herein or in the Certificates to interest on the Senior Notes shall be deemed to be a reference to corresponding distributions on such Applicable Ownership Interests in the Treasury Portfolio. The Company may cause to be made in any Corporate Units Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of such Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio for Senior Notes as Collateral. If, in spite of using commercially reasonable efforts, the Remarketing Agent cannot remarket the Pledged Senior Notes and the Separate Senior Notes (if any) in the Initial Remarketing (other than to the Company) at a price not less than 100% of the sum of the Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price or a condition precedent set forth in the Remarketing Agreement is not fulfilled, the Initial Remarketing will be deemed to have failed (a “Failed Initial Remarketing”). Upon a Failed Initial Remarketing, the Remarketing Agent shall return the Separate Senior Notes (if any) subject to such Remarketing to the Custodial Agent.
Appears in 1 contract
Remarketing; Payment of Purchase Price. (a) (i) Unless a Tax Special Event Redemption or a Successful Remarketing has occurred or will occur, on or prior to the last possible Reset Date related to the applicable Three-Day Initial Remarketing PeriodDate, the Company 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 engage the Remarketing Agent pursuant to remarket, in whole the Remarketing Agreement for Remarketing the Senior Notes. By 11:00 a.m. (but not in part), (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 to in the manner set forth in clause (ii) below to have their Senior Notes so remarketed. Promptly after 11:00 a.m., New York City time, ) on the Business Day immediately preceding the first Initial Remarketing Date of the applicable Three-Day Remarketing PeriodDate, the Purchase Contract Collateral Agent shall notify the Remarketing Agent of the aggregate principal amount of Pledged Senior Notes Notes, and the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of Separate Senior Notes, Notes (if any, ) that are to be remarketed pursuant to clause (ii) below. Concurrently, the Custodial Agent will present for Remarketing remarketing the Separate Senior Notes to the Remarketing Agent. Upon receipt of such notices notice from the Purchase Contract Collateral Agent and Custodial Agent, and the Separate Senior Notes for Remarketing remarketing from the Custodial Agent, the Remarketing Agent shallwill, during on the Three-Day Initial Remarketing PeriodDate, use its commercially reasonable efforts to remarket (based on the Reset Rate) (the “Initial Remarketing”) such Pledged Senior Notes and Separate Senior Notes on such date at a price of equal to approximately 100.25% (or, if the sum of (xRemarketing Agent is unable to remarket the Pledged Notes and Separate Senior Notes, at a rate below 100.25% but in no event less than 100%) approximately 100.00% of the sum of the Remarketing Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price and (y) Price, as provided in the Remarketing FeeAgreement. If the Remarketing Agent is able to remarket the Pledged Senior Notes and Separate Senior Notes at a price equal to or greater than 100.00100% of the Remarketing Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price (a “Successful Early RemarketingInitial Remarketiag”), the Collateral Agent shall instruct shall, in accordance with the Pledge Agreement, cause the Securities Intermediary to:to transfer the Pledged Senior Notes upon confirmation of deposit by the Remarketing Agent of the proceeds of such Successful Remarketing in the Collateral Account, and the portion of the proceeds from such Successful Initial Remarketing equal to the Treasury Portfolio Purchase Price will be applied to purchase the Treasury Portfolio. The Remarketing Agent will deduct as a remarketing fee an amount equal to the lesser of (x) 25 basis points (.25%) of the sum of the Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price and (y) any proceeds of such Successful Remarketing in excess of the Treasury Portfolio Price plus the Separate Senior Notes Purchase Price. To the extent that such amount is less than 25 basis points of the Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price, the Company shall pay an amount, as an additional remarketing fee, to the Remarketing Agent equal to such shortfall (such amount, together with the amount in the previous sentence, the “Remarketing Fee”). With respect to Pledged Senior Notes upon a Successful Initial Remarketing, any proceeds of the Initial Remarketing in excess of the sum of the Treasury Portfolio Purchase Price plus the portion of the Remarketing Fee attributable to such Pledged Senior Notes will be remitted to the Purchase Contract Agent for payment to the Holders of the related Corporate Units. The Treasury Portfolio will be substituted for the Pledged Senior Notes and the appropriate Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio will be pledged to the Collateral Agent to secure the obligation of the Holders of Corporate Units to pay the Purchase Price for the Common Stock under the related Purchase Contracts on the Purchase Contract Settlement Date. With respect to Separate Senior Notes upon a Successful Initial Remarketing, any proceeds of the Initial Remarketing in excess of the portion of the Remarketing Fee attributable to the Separate Senior Notes will be remitted to the Custodial Agent for payment to the holders of Separate Senior Notes. None of the Company, the Purchase Contract Agent, or any Holders of Corporate Units or holders of Separate Senior Notes whose Senior Notes or Separate Senior Notes are so remarketed will otherwise be responsible for the payment of any Remarketing Fee in connection therewith. Following the occurrence of a Successful Initial Remarketing, the Holders of Corporate Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio as the Holder of Corporate Units and the Collateral Agent had in respect of the Senior Notes, subject to the Pledge thereof as provided in the Pledge Agreement, and any reference herein or in the Certificates to the Senior Notes shall be deemed to be a reference to such Applicable Ownership Interests (as specified in clause (i) of the definition of that term) in the Treasury Portfolio and any reference herein or in the Certificates to interest on the Senior Notes shall be deemed to be a reference to corresponding distributions on such Applicable Ownership Interests in the Treasury Portfolio. The Company may cause to be made in any Corporate Units Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of such Applicable Ownership Interests (as specified in clause (i) of the definition of that term) in the Treasury Portfolio for Senior Notes as Collateral. In the event of a Successful Remarketing, the Maturity Date may be extended to a date selected by the Company to a date that is two or three years from the date on which the Reset Rate is set. Such extended maturity date (the “Extended Maturity Date”), if any, will be specified in the remarketing announcement and will become effective on the date on which the Reset Rate is set. If, in spite of using its commercially reasonable efforts, the Remarketing Agent cannot remarket the Pledged Senior Notes and the Separate Senior Notes (if any) in the Initial Remarketing (other than to the Company) at a price not less than 100% of the sum of the Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price or a condition precedent set forth in the Remarketing Agreement is not fulfilled, the Initial Remarketing will be deemed to have failed (a “Failed Initial Remarketing”). Upon a Failed Initial Remarketing, the Remarketing Agent shall return the Separate Senior Notes (if any) subject to such Remarketing to the Custodial Agent.
Appears in 1 contract
Remarketing; Payment of Purchase Price. (a) (i) Unless a Tax Special Event Redemption or a Successful Remarketing has occurred or will occur, on or prior to the last possible Reset Date related to the applicable Three-Day Initial Remarketing PeriodDate, the Company 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 engage the Remarketing Agent pursuant to remarket, in whole the Remarketing Agreement for Remarketing the Senior Notes. By 11:00 a.m. (but not in part), (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 to in the manner set forth in clause (ii) below to have their Senior Notes so remarketed. Promptly after 11:00 a.m., New York City time, ) on the Business Day immediately preceding the first Initial Remarketing Date of the applicable Three-Day Remarketing PeriodDate, the Purchase Contract Collateral Agent shall notify the Remarketing Agent of the aggregate principal amount of Pledged Senior Notes Notes, and the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of Separate Senior Notes, Notes (if any, ) that are to be remarketed pursuant to clause (ii) below. Concurrently, the Custodial Agent will present for Remarketing remarketing the Separate Senior Notes to the Remarketing Agent. Upon receipt of such notices notice from the Purchase Contract Collateral Agent and Custodial Agent, and the Separate Senior Notes for Remarketing remarketing from the Custodial Agent, the Remarketing Agent shallwill, during on the Three-Day Initial Remarketing PeriodDate, use its commercially reasonable efforts to remarket (based on the Reset Rate) (the “Initial Remarketing”) such Pledged Senior Notes and Separate Senior Notes on such date at a price of equal to the sum of (x) approximately 100.00[ ]% of the sum of the Remarketing Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price and (y) Price, as provided in the Remarketing FeeAgreement. If the Remarketing Agent is able to remarket the Pledged Senior Notes and Separate Senior Notes at a price equal to or greater than 100.00[ ]% of the Remarketing Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price (a “Successful Early Initial Remarketing”), the Collateral Agent shall instruct shall, in accordance with the Pledge Agreement, cause the Securities Intermediary to:to transfer the Pledged Senior Notes upon confirmation of deposit by the Remarketing Agent of the proceeds of such Successful Remarketing in the Collateral Account, and the portion of the proceeds from such Successful Initial Remarketing equal to the Treasury Portfolio Purchase Price will be applied to purchase the Treasury Portfolio. The Remarketing Agent may deduct as a remarketing fee an amount not exceeding [ ] basis points ([ ]%) of the sum of the Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price from any proceeds of the Successful Remarketing in excess of the Treasury Portfolio Price plus the Separate Senior Notes Purchase Price. To the extent that such excess proceeds are less than [ ] basis points of the Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price, the Company shall pay an amount, as an additional remarketing fee, to the Remarketing Agent equal to such shortfall (such amount, together with the amount in the previous sentence, the “Remarketing Fee”). With respect to Pledged Senior Notes upon a Successful Initial Remarketing, any proceeds of the Initial Remarketing in excess of the sum of the Treasury Portfolio Purchase Price plus the portion of Remarketing Fee attributable to such Pledged Senior Notes will be remitted to the Purchase Contract Agent for payment to the Holders of the related Corporate Units. The Treasury Portfolio will be substituted for the Pledged Senior Notes and the appropriate Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio will be pledged to the Collateral Agent to secure the obligation of the Holders of Corporate Units to pay the Purchase Price for the Common Stock under the related Purchase Contracts on the Purchase Contract Settlement Date. With respect to Separate Senior Notes upon a Successful Initial Remarketing, any proceeds of the Initial Remarketing in excess of the portion of the Remarketing Fee attributable to the Separate Senior Notes will be remitted to the Custodial Agent for payment to the holders of Separate Senior Notes. None of the Company, the Purchase Contract Agent, or any Holders of Corporate Units or holders of Separate Senior Notes whose Senior Notes or Separate Senior Notes are so remarketed will otherwise be responsible for the payment of any Remarketing Fee in connection therewith. Following the occurrence of a Successful Initial Remarketing, the Holders of Corporate Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio as the Holders of Corporate Units and the Collateral Agent had in respect of the Senior Notes, subject to the Pledge thereof as provided in the Pledge Agreement, and any reference herein or in the Certificates to the Senior Notes shall be deemed to be a reference to such Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio and any reference herein or in the Certificates to interest on the Senior Notes shall be deemed to be a reference to corresponding distributions on such Applicable Ownership Interests in the Treasury Portfolio. The Company may cause to be made in any Corporate Units Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of such Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio for Senior Notes as Collateral. If, in spite of using commercially reasonable efforts, the Remarketing Agent cannot remarket the Pledged Senior Notes and the Separate Senior Notes (if any) in the Initial Remarketing (other than to the Company) at a price not less than [ ]% of the sum of the Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price or a condition precedent set forth in the Remarketing Agreement is not fulfilled, the Initial Remarketing will be deemed to have failed (a “Failed Initial Remarketing”). Upon a Failed Initial Remarketing, the Remarketing Agent shall return the Separate Senior Notes (if any) subject to such Remarketing to the Custodial Agent.
Appears in 1 contract
Remarketing; Payment of Purchase Price. (a) (i) Unless a Tax Special Event Redemption or a Successful Remarketing has occurred or will occur, on or prior to the last possible Reset Date related to the applicable Three-Day Initial Remarketing PeriodDate, the Company 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 engage the Remarketing Agent pursuant to remarket, in whole the Remarketing Agreement for Remarketing the Senior Notes. By 11:00 a.m. (but not in part), (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 to in the manner set forth in clause (ii) below to have their Senior Notes so remarketed. Promptly after 11:00 a.m., New York City time, ) on the Business Day immediately preceding the first Initial Remarketing Date of the applicable Three-Day Remarketing PeriodDate, the Purchase Contract Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of Pledged Senior Notes Notes, and the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of Separate Senior Notes, Notes (if any, ) that are to be remarketed pursuant to clause (ii) below. Concurrently, the Custodial Agent will present for Remarketing remarketing the Separate Senior Notes to the Remarketing Agent. Upon receipt of such notices notice from the Purchase Contract Agent and Custodial Agent, and the Separate Senior Notes for Remarketing remarketing from the Custodial Agent, the Remarketing Agent shallwill, during on the Three-Day Initial Remarketing PeriodDate, use its commercially reasonable efforts to remarket (based on the Reset Rate) (the “Initial Remarketing”) such Pledged Senior Notes and Separate Senior Notes on such date at a price of equal to the sum of (x) approximately 100.00100.25% of the sum of the Remarketing Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price and (y) Price, as provided in the Remarketing FeeAgreement. If the Remarketing Agent is able to remarket the Pledged Senior Notes and Separate Senior Notes at a price equal to or greater than 100.00100% of the Remarketing Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price (a “Successful Early Initial Remarketing”), the Collateral Agent shall instruct shall, in accordance with the Pledge Agreement, cause the Securities Intermediary to:to transfer the Pledged Senior Notes upon confirmation of deposit by the Remarketing Agent of the proceeds of such Successful Remarketing in the Collateral Account, and the portion of the proceeds from such Successful Initial Remarketing equal to the Treasury Portfolio Purchase Price will be applied to purchase the Treasury Portfolio. The Remarketing Agent may deduct as a remarketing fee an amount not exceeding 25 basis points (.25%) of the sum of the Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price from any proceeds of the Successful Remarketing in excess of the Treasury Portfolio Price plus the Separate Senior Notes Purchase Price. To the extent that such excess proceeds are less than 25 basis points of the Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price, the Company shall pay an amount, as an additional remarketing fee, to the Remarketing Agent equal to such shortfall (such amount, together with the amount in the previous sentence, the “Remarketing Fee”). With respect to Pledged Senior Notes upon a Successful Initial Remarketing, any proceeds of the Initial Remarketing in excess of the sum of the Treasury Portfolio Purchase Price plus the portion of the Remarketing Fee attributable to such Pledged Senior Notes will be remitted to the Purchase Contract Agent for payment to the Holders of the related Corporate Units. The Treasury Portfolio will be substituted for the Pledged Senior Notes and the appropriate Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio will be pledged to the Collateral Agent to secure the obligation of the Holders of Corporate Units to pay the Purchase Price for the Common Stock under the related Purchase Contracts on the Purchase Contract Settlement Date. With respect to Separate Senior Notes upon a Successful Initial Remarketing, any proceeds of the Initial Remarketing in excess of the portion of the Remarketing Fee attributable to the Separate Senior Notes will be remitted to the Custodial Agent for payment to the holders of Separate Senior Notes. None of the Company, the Purchase Contract Agent, or any Holders of Corporate Units or holders of Separate Senior Notes whose Senior Notes or Separate Senior Notes are so remarketed will otherwise be responsible for the payment of any Remarketing Fee in connection therewith. Following the occurrence of a Successful Initial Remarketing, the Holders of Corporate Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio as the Holder of Corporate Units and the Collateral Agent had in respect of the Senior Notes, subject to the Pledge thereof as provided in the Pledge Agreement, and any reference herein or in the Certificates to the Senior Notes shall be deemed to be a reference to such Applicable Ownership Interests (as specified in clause (i) of the definition of that term) in the Treasury Portfolio and any reference herein or in the Certificates to interest on the Senior Notes shall be deemed to be a reference to corresponding distributions on such Applicable Ownership Interests in the Treasury Portfolio. The Company may cause to be made in any Corporate Units Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of such Applicable Ownership Interests (as specified in clause (i) of the definition of that term) in the Treasury Portfolio for Senior Notes as Collateral. If, in spite of using its commercially reasonable efforts, the Remarketing Agent cannot remarket the Pledged Senior Notes and the Separate Senior Notes (if any) in the Initial Remarketing (other than to the Company) at a price not less than 100% of the sum of the Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price or a condition precedent set forth in the Remarketing Agreement is not fulfilled, the Initial Remarketing will be deemed to have failed (a “Failed Initial Remarketing”). Upon a Failed Initial Remarketing, the Remarketing Agent shall return the Separate Senior Notes (if any) subject to such Remarketing to the Custodial Agent.
Appears in 1 contract
Remarketing; Payment of Purchase Price. (a) (i) Unless a Tax Special Event Redemption or a Successful Remarketing has occurred or will occur, on or prior to the last possible Reset Date related to the applicable Three-Day Initial Remarketing PeriodDate, the Company 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 engage the Remarketing Agent pursuant to remarket, in whole the Remarketing Agreement for Remarketing the Senior Notes. By 11:00 a.m. (but not in part), (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 to in the manner set forth in clause (ii) below to have their Senior Notes so remarketed. Promptly after 11:00 a.m., New York City time, ) on the Business Day immediately preceding the first Initial Remarketing Date of the applicable Three-Day Remarketing PeriodDate, the Purchase Contract Agent shall notify the Remarketing Agent of the aggregate principal amount of Pledged Senior Notes Notes, and the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of Separate Senior Notes, Notes (if any, ) that are to be remarketed pursuant to clause (ii) below. Concurrently, the Collateral Agent, pursuant to the terms of the Pledge Agreement, will present for Remarketing the Pledged Senior Notes, and the Custodial Agent Agent, pursuant to clause (ii) below, will present for Remarketing the Separate Senior Notes Notes, to the Remarketing Agent. Upon receipt of such notices notice from the Purchase Contract Agent and Custodial Agent, Agent and the such Pledged Senior Notes and Separate Senior Notes for Remarketing (if any) from the Collateral Agent and Custodial Agent, the Remarketing Agent shallwill, during on the Three-Day Initial Remarketing PeriodDate, use its reasonable efforts to remarket (based on the Reset Rate) (the "INITIAL REMARKETING") such Pledged Senior Notes and Separate Senior Notes on such date at a price equal of approximately 100.50% (or, if the Remarketing Agent is unable to remarket the sum Pledged Senior Notes and Separate Senior Notes at such rate, at a rate below 100.50% in the discretion of the Remarketing Agent, but in no event less than 100%, (xnet of any Remarketing Fee and any other fees and commissions) approximately 100.00% of the sum of the Remarketing Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price and (y) the Remarketing FeePrice. If the Remarketing Agent is able to remarket the Pledged Senior Notes and Separate Senior Notes at a price equal to or greater than 100.00100% (net of any Remarketing Fee and any other fees and commissions) of the Remarketing Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price and such remarketing has settled in accordance with the Remarketing Agreement (a “Successful Early Remarketing”"SUCCESSFUL INITIAL REMARKETING"), the portion of the proceeds from such Successful Initial Remarketing equal to the Treasury Portfolio Purchase Price will be applied to purchase the Treasury Portfolio. The Remarketing Agent may deduct as a remarketing fee (the "REMARKETING FEE") an amount up to the lesser of (i) 25 basis points (0.25%) of the sum of the Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price and (ii) the amount of the proceeds of such Remarketing in excess of the Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price. None of the Company, the Purchase Contract Agent, or any Holders of Normal Units or holders of Separate Senior Notes on whose behalf Pledged Senior Notes or Separate Senior Notes are so remarketed will otherwise be responsible for the payment of any Remarketing Fee in connection therewith. With respect to Separate Senior Notes, any proceeds of the Initial Remarketing in excess of the Remarketing Fee attributable to the Separate Senior Notes will be remitted to the Custodial Agent for payment to the holders of Separate Senior Notes. With respect to Pledged Senior Notes, any proceeds of the Initial Remarketing in excess of the sum of the Treasury Portfolio Purchase Price plus the Remarketing Fee with respect to such Pledged Senior Notes will be remitted to the Purchase Contract Agent for payment to the Holders of the related Normal Units. The Applicable Ownership Interests in the Treasury Portfolio will be substituted for the Applicable Ownership Interests in Senior Notes and the appropriate Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term) will be pledged to the Collateral Agent to secure the obligation of the Holders of Normal Units to pay the Purchase Price for the Common Stock under the related Purchase Contracts on the Purchase Contract Settlement Date. Following the occurrence of a Successful Initial Remarketing, the Holders of Normal Units and the Collateral Agent shall instruct have such security interests, rights and obligations with respect to the Securities Intermediary to:Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term) as the Holder of Normal Units and the Collateral Agent had in respect of the Applicable Ownership Interests in Senior Notes, subject to the Pledge thereof as provided in the Pledge Agreement, and any reference to the Applicable Ownership Interest in Senior Notes herein or in the Certificates shall be deemed to be a reference to such Applicable Ownership Interest in the Treasury Portfolio and any reference herein or in the Certificates to interest attributable to Applicable Ownership Interests in Senior Notes shall be deemed to be a reference to corresponding distributions on such Applicable Ownership Interests in the Treasury Portfolio. The Company may cause to be made in any Normal Units Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of such Applicable Ownership Interest in the Treasury Portfolio for an Applicable Ownership Interest in Senior Notes. If, in spite of using its reasonable efforts, the Remarketing Agent cannot remarket the Pledged Senior Notes and the Separate Senior Notes (if any) in the Initial Remarketing (other than to the Company) at a price not less than 100% (net of any Remarketing Fee and any other fees and commissions) of the sum of the Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price or the Initial Remarketing is not settled in accordance with the Remarketing Agreement for any reason, including the failure to fulfill a condition precedent set forth in the Remarketing Agreement, the Initial Remarketing will be deemed to have failed (a "FAILED INITIAL REMARKETING"). Upon a Failed Initial Remarketing, the Remarketing Agent shall return the Pledged Senior Notes and Separate Senior Notes (if any) subject to such Remarketing to the Collateral Agent or the Custodial Agent, as the case may be.
Appears in 1 contract
Samples: Purchase Contract Agreement (Hartford Financial Services Group Inc/De)
Remarketing; Payment of Purchase Price. (a) (ia)(i) Unless a Tax Special Event Redemption has occurred or will occur or a Successful Remarketing has occurred or will occur, on or prior to the last possible Reset Date related to the applicable Three-Day Remarketing Periodalready occurred, the Company may, at its option and in its sole discretion, conduct a Remarketing 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), (A1) the Notes underlying Pledged Senior Applicable Ownership Interests in Notes that are a component of Corporate Units Holders included in the Corporate Units and (B2) any Separate Senior Notes of holders Holders who have elected to in the manner set forth in clause (ii) below to have their Senior Notes so remarketed. Promptly after 11:00 a.m., New York City time, on the Business Day immediately preceding the first Remarketing Date of the applicable Three-Business Day Remarketing Period, the Purchase Contract Agent shall notify the Remarketing Agent of the aggregate principal amount of Notes underlying Pledged Senior Applicable Ownership Interests in Notes and the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of Separate Senior Notes, if any, that are to be remarketed pursuant to clause (ii) below. Concurrently, the Custodial Agent will present the Separate Notes for Remarketing the Separate Senior Notes to the Remarketing Agent. Upon receipt of such notices from the Purchase Contract Agent and Custodial Agent, and the Separate Senior Notes for Remarketing from the Custodial Agent, the Remarketing Agent shall, during the Three-Business Day Remarketing Period, use its reasonable efforts to remarket (based on the Reset Rate) such Notes underlying Pledged Senior Applicable Ownership Interests in Notes and Separate Senior Notes at a price equal to the sum of (x) approximately 100.00% of the sum of the Remarketing Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price and (y) the Remarketing Fee. If the Remarketing Agent is able to remarket the Notes underlying Pledged Senior Applicable Ownership Interests in Notes and the Separate Senior Notes at a price equal to or greater than 100.00% of the Remarketing Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price (a “Successful Early Remarketing”), the Collateral Agent shall instruct the Securities Intermediary to:
Appears in 1 contract
Samples: Purchase Contract and Pledge Agreement (Assured Guaranty LTD)
Remarketing; Payment of Purchase Price. (a) (i) Unless a Tax Special Event Redemption or a Successful Remarketing has occurred or will occur, on or prior to the last possible Reset Date related to the applicable Three-Day Initial Remarketing PeriodDate, the Company 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 engage the Remarketing Agent pursuant to remarket, in whole the Remarketing Agreement for Remarketing the Senior Notes. By 11:00 a.m. (but not in part), (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 to in the manner set forth in clause (ii) below to have their Senior Notes so remarketed. Promptly after 11:00 a.m., New York City time, ) on the Business Day immediately preceding the first Initial Remarketing Date of the applicable Three-Day Remarketing PeriodDate, the Purchase Contract Agent shall notify the Remarketing Agent of the aggregate principal amount of Pledged Senior Notes Notes, and the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of Separate Senior Notes, Notes (if any, ) that are to be remarketed pursuant to clause (ii) below. Concurrently, the Collateral Agent, pursuant to the terms of the Pledge Agreement, will present for Remarketing the Pledged Senior Notes, and the Custodial Agent Agent, pursuant to clause (ii) below, will present for Remarketing the Separate Senior Notes Notes, to the Remarketing Agent. Upon receipt of such notices notice from the Purchase Contract Agent and Custodial Agent, Agent and the such Pledged Senior Notes and Separate Senior Notes for Remarketing (if any) from the Collateral Agent and Custodial Agent, the Remarketing Agent shallwill, during on the Three-Day Initial Remarketing PeriodDate, use its reasonable efforts to remarket (based on the Reset Rate) (the "INITIAL REMARKETING") such Pledged Senior Notes and Separate Senior Notes on such date at a price equal of approximately 100.50% (or, if the Remarketing Agent is unable to remarket the sum Pledged Senior Notes and Separate Senior Notes at such rate, at a rate below 100.50% in the discretion of the Remarketing Agent, but in no event less than 100.25%, (xnet of any Remarketing Fee and any other fees and commissions) approximately 100.00% of the sum of the Remarketing Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price and (y) the Remarketing FeePrice. If the Remarketing Agent is able to remarket the Pledged Senior Notes and Separate Senior Notes at a price equal to or greater than 100.00100.25% (net of any Remarketing Fee and any other fees and commissions) of the Remarketing Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price and such remarketing has settled (a “Successful Early Remarketing”"SUCCESSFUL INITIAL REMARKETING"), the portion of the proceeds from such Successful Initial Remarketing equal to the Treasury Portfolio Purchase Price will be applied to purchase the Treasury Portfolio. The Remarketing Agent may deduct as a remarketing fee (the "REMARKETING FEE") an amount equal to 25 basis points (0.25%) of the sum of the Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price. None of the Company, the Purchase Contract Agent, or any Holders of Normal Units or holders of Separate Senior Notes on whose behalf Pledged Senior Notes or Separate Senior Notes are so remarketed will otherwise be responsible for the payment of any Remarketing Fee in connection therewith. With respect to Separate Senior Notes, any proceeds of the Initial Remarketing in excess of the Remarketing Fee attributable to the Separate Senior Notes will be remitted to the Custodial Agent for payment to the holders of Separate Senior Notes. With respect to Pledged Senior Notes, any proceeds of the Initial Remarketing in excess of the sum of the Treasury Portfolio Purchase Price plus the Remarketing Fee with respect to such Pledged Senior Notes will be remitted to the Purchase Contract Agent for payment to the Holders of the related Normal Units. The Applicable Ownership Interests in the Treasury Portfolio will be substituted for the Applicable Ownership Interests in Senior Notes and the appropriate Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term) will be pledged to the Collateral Agent to secure the obligation of the Holders of Normal Units to pay the Purchase Price for the Common Stock under the related Purchase Contracts on the Purchase Contract Settlement Date. Following the occurrence of a Successful Initial Remarketing, the Holders of Normal Units and the Collateral Agent shall instruct have such security interests, rights and obligations with respect to the Securities Intermediary to:Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term) as the Holder of Normal Units and the Collateral Agent had in respect of the Applicable Ownership Interests in Senior Notes, subject to the Pledge thereof as provided in the Pledge Agreement, and any reference to the Applicable Ownership Interest in Senior Notes herein or in the Certificates shall be deemed to be a reference to such Applicable Ownership Interest in the Treasury Portfolio and any reference herein or in the Certificates to interest attributable to Applicable Ownership Interests in Senior Notes shall be deemed to be a reference to corresponding distributions on such Applicable Ownership Interests in the Treasury Portfolio. The Company may cause to be made in any Normal Units Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of such Applicable Ownership Interest in the Treasury Portfolio for an Applicable Ownership Interest in Senior Notes. If, in spite of using its reasonable efforts, the Remarketing Agent cannot remarket the Pledged Senior Notes and the Separate Senior Notes (if any) in the Initial Remarketing (other than to the Company) at a price not less than 100.25% (net of any Remarketing Fee and any other fees and commissions) of the sum of the Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price or the Initial Remarketing is not settled for any reason, including the failure to fulfill a condition precedent set forth in the Remarketing Agreement, the Initial Remarketing will be deemed to have failed (a "FAILED INITIAL REMARKETING"). Upon a Failed Initial Remarketing, the Remarketing Agent shall return the Pledged Senior Notes and Separate Senior Notes (if any) subject to such Remarketing to the Collateral Agent or the Custodial Agent, as the case may be.
Appears in 1 contract
Samples: Purchase Contract Agreement (Hartford Financial Services Group Inc/De)
Remarketing; Payment of Purchase Price. (a) (i) Unless a Tax Special Event Redemption or a Successful Remarketing has occurred or will occur, on or prior to the last possible Reset Date related to the applicable Three-Day Initial Remarketing PeriodDate, the Company 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 engage the Remarketing Agent pursuant to remarket, in whole the Remarketing Agreement for Remarketing the Senior Notes. By 11:00 a.m. (but not in part), (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 to in the manner set forth in clause (ii) below to have their Senior Notes so remarketed. Promptly after 11:00 a.m., New York City time, ) on the Business Day immediately preceding the first Initial Remarketing Date of the applicable Three-Day Remarketing PeriodDate, the Purchase Contract Agent shall notify the Remarketing Agent of the aggregate principal amount of Pledged Senior Notes Notes, and the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of Separate Senior Notes, Notes (if any, ) that are to be remarketed pursuant to clause (ii) below. Concurrently, the Custodial Agent Agent, pursuant to the terms of the Pledge Agreement, will present for Remarketing the Pledged Senior Notes, and the Custodial Agent, pursuant to clause (ii) below, will present for Remarketing the Separate Senior Notes to the Remarketing Agent. Upon receipt of such notices notice from the Purchase Contract Agent and Custodial Agent, and the Pledged Senior Notes and Separate Senior Notes for Remarketing (if any) from the Collateral Agent and the Custodial Agent, the Remarketing Agent shallwill, during on the Three-Day Initial Remarketing PeriodDate, use its reasonable efforts to remarket (based on the Reset Rate) (the "Initial Remarketing") such Pledged Senior Notes and Separate Senior Notes on such date at a price equal to the sum of (x) approximately 100.00______% of the sum of the Remarketing Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price and (y) the Remarketing FeePrice. If the Remarketing Agent is able to remarket the Pledged Senior Notes and Separate Senior Notes at a price equal to or greater than 100.00______% of the Remarketing Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price (a “"Successful Early Initial Remarketing”"), the Collateral Agent shall instruct shall, in accordance with the Pledge Agreement, cause the Securities Intermediary to:to transfer the Pledged Senior Notes upon confirmation of deposit by the Remarketing Agent of the proceeds of such Successful Remarketing in the Collateral Account, and the portion of the proceeds from such Successful Initial Remarketing equal to the Treasury Portfolio Purchase Price will be applied to purchase the Treasury Portfolio. The Remarketing Agent may deduct as a remarketing fee (the "Remarketing Fee") an amount equal to ___ basis points (____%) of the sum of the Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price. With respect to Pledged Senior Notes, any proceeds of the Initial Remarketing in excess of the sum of the Treasury Portfolio Purchase Price plus the Remarketing Fee with respect to such Pledged Senior Notes will be remitted to the Purchase Contract Agent for payment to the Holders of the related Corporate Units. The Treasury Portfolio will be substituted for the Pledged Senior Notes and the appropriate Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio will be pledged to the Collateral Agent to secure the obligation of the Holders of Corporate Units to pay the Purchase Price for the Common Stock under the related Purchase Contracts on the Purchase Contract Settlement Date. With respect to Separate Senior Notes upon a Successful Initial Remarketing, any proceeds of the Initial Remarketing in excess of the Remarketing Fee attributable to the Separate Senior Notes will be remitted to the Custodial Agent for payment to the holders of Separate Senior Notes. None of the Company, the Purchase Contract Agent, or any Holders of Corporate Units or holders of Separate Senior Notes whose Senior Notes or Separate Senior Notes are so remarketed will otherwise be responsible for the payment of any Remarketing Fee in connection therewith. Following the occurrence of a Successful Initial Remarketing, the Holders of Corporate Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Applicable Ownership Interests (as specified in clause (i) of the definition of such
Appears in 1 contract
Remarketing; Payment of Purchase Price. (a) (i) Unless a Tax Special Event Redemption or a Successful Remarketing has occurred or will occur, on or prior to the last possible Reset Date related to the applicable Three-Day Initial Remarketing PeriodDate, the Company 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 engage the Remarketing Agent pursuant to remarket, in whole the Remarketing Agreement for Remarketing the Senior Notes. By 11:00 a.m. (but not in part), (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 to in the manner set forth in clause (ii) below to have their Senior Notes so remarketed. Promptly after 11:00 a.m., New York City time, ) on the Business Day immediately preceding the first Initial Remarketing Date of the applicable Three-Day Remarketing PeriodDate, the Purchase Contract Collateral Agent shall notify the Remarketing Agent of the aggregate principal amount of Pledged Senior Notes Notes, and the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of Separate Senior Notes, Notes (if any, ) that are to be remarketed pursuant to clause (ii) below. Concurrently, the Custodial Agent will present for Remarketing remarketing the Separate Senior Notes to the Remarketing Agent. Upon receipt of such notices notice from the Purchase Contract Collateral Agent and Custodial Agent, and the Separate Senior Notes for Remarketing remarketing from the Custodial Agent, the Remarketing Agent shallwill, during on the Three-Day Initial Remarketing PeriodDate, use its commercially reasonable efforts to remarket (based on the Reset Rate) (the "INITIAL REMARKETING") such Pledged Senior Notes and Separate Senior Notes on such date at a price of equal to approximately 100.25% (or, if the sum of (xRemarketing Agent is unable to remarket the Pledged Notes and Separate Senior Notes, at a rate below 100.25% but in no event less than 100%) approximately 100.00% of the sum of the Remarketing Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price and (y) Price, as provided in the Remarketing FeeAgreement. If the Remarketing Agent is able to remarket the Pledged Senior Notes and Separate Senior Notes at a price equal to or greater than 100.00100% of the Remarketing Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price (a “Successful Early Remarketing”"SUCCESSFUL INITIAL REMARKETING"), the Collateral Agent shall instruct shall, in accordance with the Pledge Agreement, cause the Securities Intermediary to:to transfer the Pledged Senior Notes upon confirmation of deposit by the Remarketing Agent of the proceeds of such Successful Remarketing in the Collateral Account, and the portion of the proceeds from such Successful Initial Remarketing equal to the Treasury Portfolio Purchase Price will be applied to purchase the Treasury Portfolio. The Remarketing Agent will deduct as a remarketing fee an amount equal to the lesser of (x) 25 basis points (.25%) of the sum of the Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price and (y) any proceeds of such Successful Remarketing in excess of the Treasury Portfolio Price plus the Separate Senior Notes Purchase Price. To the extent that such amount is less than 25 basis points of the Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price, the Company shall pay an amount, as an additional remarketing fee, to the Remarketing Agent equal to such shortfall (such amount, together with the amount in the previous sentence, the "REMARKETING FEE"). With respect to Pledged Senior Notes upon a Successful Initial Remarketing, any proceeds of the Initial Remarketing in excess of the sum of the Treasury Portfolio Purchase Price plus the portion of the Remarketing Fee attributable to such Pledged Senior Notes will be remitted to the Purchase Contract Agent for payment to the Holders of the related Corporate Units. The Treasury Portfolio will be substituted for the Pledged Senior Notes and the appropriate Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio will be pledged to the Collateral Agent to secure the obligation of the Holders of Corporate Units to pay the Purchase Price for the Common Stock under the related Purchase Contracts on the Purchase Contract Settlement Date. With respect to Separate Senior Notes upon a Successful Initial Remarketing, any proceeds of the Initial Remarketing in excess of the portion of the Remarketing Fee attributable to the Separate Senior Notes will be remitted to the Custodial Agent for payment to the holders of Separate Senior Notes. None of the Company, the Purchase Contract Agent, or any Holders of Corporate Units or holders of Separate Senior Notes whose Senior Notes or Separate Senior Notes are so remarketed will otherwise be responsible for the payment of any Remarketing Fee in connection therewith. Following the occurrence of a Successful Initial Remarketing, the Holders of Corporate Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio as the Holder of Corporate Units and the Collateral Agent had in respect of the Senior Notes, subject to the Pledge thereof as provided in the Pledge Agreement, and any reference herein or in the Certificates to the Senior Notes shall be deemed to be a reference to such Applicable Ownership Interests (as specified in clause (i) of the definition of that term) in the Treasury Portfolio and any reference herein or in the Certificates to interest on the Senior Notes shall be deemed to be a reference to corresponding distributions on such Applicable Ownership Interests in the Treasury Portfolio. The Company may cause to be made in any Corporate Units Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of such Applicable Ownership Interests (as specified in clause (i) of the definition of that term) in the Treasury Portfolio for Senior Notes as Collateral. In the event of a Successful Remarketing, the Maturity Date may be extended to a date selected by the Company to a date that is two or three years from the date on which the Reset Rate is set. Such extended maturity date (the "EXTENDED MATURITY DATE"), if any, will be specified in the remarketing announcement and will become effective on the date on which the Reset Rate is set. If, in spite of using its commercially reasonable efforts, the Remarketing Agent cannot remarket the Pledged Senior Notes and the Separate Senior Notes (if any) in the Initial Remarketing (other than to the Company) at a price not less than 100% of the sum of the Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price or a condition precedent set forth in the Remarketing Agreement is not fulfilled, the Initial Remarketing will be deemed to have failed (a "FAILED INITIAL REMARKETING"). Upon a Failed Initial Remarketing, the Remarketing Agent shall return the Separate Senior Notes (if any) subject to such Remarketing to the Custodial Agent.
Appears in 1 contract
Remarketing; Payment of Purchase Price. (a) (i) Unless a Tax Special Event Redemption or a Successful Remarketing has occurred or will occur, on or prior to the last possible Reset Date related to the applicable Three-Day Initial Remarketing PeriodDate, the Company 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 engage the Remarketing Agent pursuant to remarket, in whole the Remarketing Agreement for Remarketing the Senior Notes. By 11:00 a.m. (but not in part), (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 to in the manner set forth in clause (ii) below to have their Senior Notes so remarketed. Promptly after 11:00 a.m., New York City time, ) on the Business Day immediately preceding the first Initial Remarketing Date of the applicable Three-Day Remarketing PeriodDate, the Purchase Contract Collateral Agent shall notify the Remarketing Agent of the aggregate principal amount of Pledged Senior Notes Notes, and the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of Separate Senior Notes, Notes (if any, ) that are to be remarketed pursuant to clause (ii) below. Concurrently, the Custodial Agent will present for Remarketing remarketing the Separate Senior Notes to the Remarketing Agent. Upon receipt of such notices notice from the Purchase Contract Collateral Agent and Custodial Agent, and the Separate Senior Notes for Remarketing remarketing from the Custodial Agent, the Remarketing Agent shallwill, during on the Three-Day Initial Remarketing PeriodDate, use its commercially reasonable efforts to remarket (based on the Reset Rate) (the "Initial Remarketing") such Pledged Senior Notes and Separate Senior Notes on such date at a price of equal to approximately 100.25% (or, if the sum of (xRemarketing Agent is unable to remarket the Pledged Notes and Separate Senior Notes, at a rate below 100.25% but in no event less than 100%) approximately 100.00% of the sum of the Remarketing Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price and (y) Price, as provided in the Remarketing FeeAgreement. If the Remarketing Agent is able to remarket the Pledged Senior Notes and Separate Senior Notes at a price equal to or greater than 100.00100% of the Remarketing Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price (a “"Successful Early Initial Remarketing”"), the Collateral Agent shall instruct shall, in accordance with the Pledge Agreement, cause the Securities Intermediary to:to transfer the Pledged Senior Notes upon confirmation of deposit by the Remarketing Agent of the proceeds of such Successful Remarketing in the Collateral Account, and the portion of the proceeds from such Successful Initial Remarketing equal to the Treasury Portfolio Purchase Price will be applied to purchase the Treasury Portfolio. The Remarketing Agent will deduct as a remarketing fee an amount equal to the lesser of (x) 25 basis points (.25%) of the sum of the Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price and (y) any proceeds of such Successful Remarketing in excess of the Treasury Portfolio Price plus the Separate Senior Notes Purchase Price. To the extent that such amount is less than 25 basis points of the Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price, the Company shall pay an amount, as an additional remarketing fee, to the Remarketing Agent equal to such shortfall (such amount, together with the amount in the previous sentence, the "Remarketing Fee"). With respect to Pledged Senior Notes upon a Successful Initial Remarketing, any proceeds of the Initial Remarketing in excess of the sum of the Treasury Portfolio Purchase Price plus the portion of the Remarketing Fee attributable to such Pledged Senior Notes will be remitted to the Purchase Contract Agent for payment to the Holders of the related Corporate Units. The Treasury Portfolio will be substituted for the Pledged Senior Notes and the appropriate Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio will be pledged to the Collateral Agent to secure the obligation of the Holders of Corporate Units to pay the Purchase Price for the Common Stock under the related Purchase Contracts on the Purchase Contract Settlement Date. With respect to Separate Senior Notes upon a Successful Initial Remarketing, any proceeds of the Initial Remarketing in excess of the portion of the Remarketing Fee attributable to the Separate Senior Notes will be remitted to the Custodial Agent for payment to the holders of Separate Senior Notes. None of the Company, the Purchase Contract Agent, or any Holders of Corporate Units or holders of Separate Senior Notes whose Senior Notes or Separate Senior Notes are so remarketed will otherwise be responsible for the payment of any Remarketing Fee in connection therewith. Following the occurrence of a Successful Initial Remarketing, the Holders of Corporate Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio as the Holder of Corporate Units and the Collateral Agent had in respect of the Senior Notes, subject to the Pledge thereof as provided in the Pledge Agreement, and any reference herein or in the Certificates to the Senior Notes shall be deemed to be a reference to such Applicable Ownership Interests (as specified in clause (i) of the definition of that term) in the Treasury Portfolio and any reference herein or in the Certificates to interest on the Senior Notes shall be deemed to be a reference to corresponding distributions on such Applicable Ownership Interests in the Treasury Portfolio. The Company may cause to be made in any Corporate Units Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of such Applicable Ownership Interests (as specified in clause (i) of the definition of that term) in the Treasury Portfolio for Senior Notes as Collateral. In the event of a Successful Remarketing, the Maturity Date may be extended to a date selected by the Company to a date that is two or three years from the date on which the Reset Rate is set. Such extended maturity date (the "Extended Maturity Date"), if any, will be specified in the remarketing announcement and will become effective on the date on which the Reset Rate is set. If, in spite of using its commercially reasonable efforts, the Remarketing Agent cannot remarket the Pledged Senior Notes and the Separate Senior Notes (if any) in the Initial Remarketing (other than to the Company) at a price not less than 100% of the sum of the Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price or a condition precedent set forth in the Remarketing Agreement is not fulfilled, the Initial Remarketing will be deemed to have failed (a "Failed Initial Remarketing"). Upon a Failed Initial Remarketing, the Remarketing Agent shall return the Separate Senior Notes (if any) subject to such Remarketing to the Custodial Agent.
Appears in 1 contract
Samples: Purchase Contract Agreement (Public Service Co of New Mexico)
Remarketing; Payment of Purchase Price. (a) (i) Unless a Tax Special Event Redemption or a Successful Remarketing has occurred or will occur, on or prior to the last possible Reset Date related to the applicable Three-Day Initial Remarketing PeriodDate, the Company 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 engage the Remarketing Agent pursuant to remarket, in whole the Remarketing Agreement for Remarketing the Subordinated Notes. By 11:00 a.m. (but not in part), (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 to in the manner set forth in clause (ii) below to have their Senior Notes so remarketed. Promptly after 11:00 a.m., New York City time, ) on the Business Day immediately preceding the first Initial Remarketing Date of the applicable Three-Day Remarketing PeriodDate, the Purchase Contract Agent shall notify the Remarketing Agent of the aggregate principal amount of Pledged Senior Notes Subordinated Notes, and the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of Separate Senior Notes, Subordinated Notes (if any, ) that are to be remarketed pursuant to clause (ii) below. Concurrently, the Custodial Agent Agent, pursuant to the terms of the Pledge Agreement, will present for Remarketing the Pledged Subordinated Notes, and the Custodial Agent, pursuant to clause (ii) below, will present for Remarketing the Separate Senior Subordinated Notes to the Remarketing Agent. Upon receipt of such notices notice from the Purchase Contract Agent and Custodial Agent, and the Pledged Subordinated Notes and Separate Senior Subordinated Notes for Remarketing (if any) from the Collateral Agent and the Custodial Agent, the Remarketing Agent shallwill, during on the Three-Day Initial Remarketing PeriodDate, use its reasonable efforts to remarket (based on the Reset Rate) (the "Initial Remarketing") such Pledged Senior Subordinated Notes and Separate Senior Subordinated Notes on such date at a price equal to the sum of (x) approximately 100.00______% of the sum of the Remarketing Treasury Portfolio Purchase Price plus the Separate Senior Subordinated Notes Purchase Price and (y) the Remarketing FeePrice. If the Remarketing Agent is able to remarket the Pledged Senior Subordinated Notes and Separate Senior Subordinated Notes at a price equal to or greater than 100.00______% of the Remarketing Treasury Portfolio Purchase Price plus the Separate Senior Subordinated Notes Purchase Price (a “"Successful Early Initial Remarketing”"), the Collateral Agent shall instruct shall, in accordance with the Pledge Agreement, cause the Securities Intermediary to:to transfer the Pledged Subordinated Notes upon confirmation of deposit by the Remarketing Agent of the proceeds of such Successful Remarketing in the Collateral Account, and the portion of the proceeds from such Successful Initial Remarketing equal to the Treasury Portfolio Purchase Price will be applied to purchase the Treasury Portfolio. The Remarketing Agent may deduct as a remarketing fee (the "Remarketing Fee") an amount equal to ___ basis points (____%) of the sum of the Treasury Portfolio Purchase Price plus the Separate Subordinated Notes Purchase Price. With respect to Pledged Subordinated Notes, any proceeds of the Initial Remarketing in excess of the sum of the Treasury Portfolio Purchase Price plus the Remarketing Fee with respect to such Pledged Subordinated Notes will be remitted to the Purchase Contract Agent for payment to the Holders of the related Corporate Units. The Treasury Portfolio will be substituted for the Pledged Subordinated Notes and the appropriate Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio will be pledged to the Collateral Agent to secure the obligation of the Holders of Corporate Units to pay the Purchase Price for the Common Stock under the related Purchase Contracts on the Purchase Contract Settlement Date. With respect to Separate Subordinated Notes upon a Successful Initial Remarketing, any proceeds of the Initial Remarketing in excess of the Remarketing Fee attributable to the Separate Subordinated Notes will be remitted to the Custodial Agent for payment to the holders of Separate Subordinated Notes. None of the Company, the Purchase Contract Agent, or any Holders of Corporate Units or holders of Separate Subordinated Notes whose Subordinated Notes or Separate Subordinated Notes are so remarketed will otherwise be responsible for the payment of any Remarketing Fee in connection therewith. Following the occurrence of a Successful Initial Remarketing, the Holders of Corporate Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio as the Holder of Corporate Units and the Collateral Agent had in respect of the Subordinated Notes, subject to the Pledge thereof as provided in the Pledge Agreement, and any reference herein or in the Certificates to the Subordinated Notes shall be deemed to be a reference to such Applicable Ownership Interests in the Treasury Portfolio and any reference herein or in the Certificates to interest on the Subordinated Notes shall be deemed to be a reference to corresponding distributions on such Applicable Ownership Interests in the Treasury Portfolio. The Company may cause to be made in any Corporate Units Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of such Applicable Ownership Interests in the Treasury Portfolio for Subordinated Notes. If, in spite of using its reasonable efforts, the Remarketing Agent cannot remarket the Pledged Subordinated Notes and the Separate Subordinated Notes (if any) in the Initial Remarketing (other than to the Company) at a price not less than ______% of the sum of the Treasury Portfolio Purchase Price plus the Separate Subordinated Notes Purchase Price or a condition precedent set forth in the Remarketing Agreement is not fulfilled, the Initial Remarketing will be deemed to have failed (a "Failed Initial Remarketing"). Promptly following a Failed Initial Remarketing, the Remarketing Agent shall return the Pledged Subordinated Notes and the Separate Subordinated Notes (if any) subject to such Remarketing to the Collateral Agent or to the Custodial Agent, as the case may be.
Appears in 1 contract
Remarketing; Payment of Purchase Price. (a) (i) Unless a Tax Special Event Redemption or a Successful Remarketing has occurred or will occur, on or prior to the last possible Reset Date related to the applicable Three-Day Initial Remarketing PeriodDate, the Company 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 engage the Remarketing Agent pursuant to remarket, in whole the Remarketing Agreement for Remarketing the Senior Notes. By 11:00 a.m. (but not in part), (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 to in the manner set forth in clause (ii) below to have their Senior Notes so remarketed. Promptly after 11:00 a.m., New York City time, ) on the Business Day immediately preceding the first Initial Remarketing Date of the applicable Three-Day Remarketing PeriodDate, the Purchase Contract Agent shall notify the Remarketing Agent of the aggregate principal amount of Pledged Senior Notes Notes, and the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of Separate Senior Notes, Notes (if any, ) that are to be remarketed pursuant to clause (ii) below. Concurrently, the Collateral Agent, pursuant to the terms of the Pledge Agreement, will present for Remarketing the Pledged Senior Notes, and the Custodial Agent Agent, pursuant to clause (ii) below, will present for Remarketing the Separate Senior Notes Notes, to the Remarketing Agent. Upon receipt of such notices notice from the Purchase Contract Agent and Custodial Agent, Agent and the Pledged Senior Notes and Separate Senior Notes for Remarketing (if any) from the Collateral Agent and Custodial Agent, the Remarketing Agent shallwill, during on the Three-Day Initial Remarketing PeriodDate, use its reasonable efforts to remarket (based on the Reset Rate) (the "INITIAL REMARKETING") such Pledged Senior Notes and Separate Senior Notes on such date at a price equal of approximately 100.50% (or, if the Remarketing Agent is unable to remarket the sum Pledged Senior Notes and Separate Senior Notes at such rate, at a rate below 100.50% in the discretion of (xthe Remarketing Agent, but in no event less than 100%, net of any Remarketing Fee and any other fees and commissions) approximately 100.00% of the sum of the Remarketing Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price and (y) the Remarketing FeePrice. If the Remarketing Agent is able to remarket the Pledged Senior Notes and Separate Senior Notes at a price equal to or greater than 100.00100% (net of any Remarketing Fee and any other fees and commissions) of the Remarketing Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price (a “Successful Early Remarketing”"SUCCESSFUL INITIAL REMARKETING"), the portion of the proceeds from such Successful Initial Remarketing equal to the Treasury Portfolio Purchase Price will be applied to purchase the Treasury Portfolio. The Remarketing Agent may deduct as a remarketing fee (the "REMARKETING FEE") an amount equal to the lesser of (i) 25 basis points (0.25%) of the sum of the Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price and (ii) the amount of the proceeds of such Remarketing in excess of the sum of the Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price. None of the Company, the Purchase Contract Agent, or any Holders of Corporate Units or holders of Separate Senior Notes whose Senior Notes or Separate Senior Notes are so remarketed will otherwise be responsible for the payment of any Remarketing Fee in connection therewith. With respect to Separate Senior Notes, any proceeds of the Initial Remarketing in excess of the Remarketing Fee attributable to the Separate Senior Notes will be remitted to the Custodial Agent for payment to the holders of Separate Senior Notes. With respect to Pledged Senior Notes, any proceeds of the Initial Remarketing in excess of the sum of the Treasury Portfolio Purchase Price plus the Remarketing Fee with respect to such Pledged Senior Notes will be remitted to the Purchase Contract Agent for payment to the Holders of the related Corporate Units. The Treasury Portfolio will be substituted for the Pledged Senior Notes and the appropriate Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio will be pledged to the Collateral Agent to secure the obligation of the Holders of Corporate Units to pay the Purchase Price for the Common Stock under the related Purchase Contracts on the Purchase Contract Settlement Date. Following the occurrence of a Successful Initial Remarketing, the Holders of Corporate Units and the Collateral Agent shall instruct have such security interests, rights and obligations with respect to the Securities Intermediary to:Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio as the Holder of Corporate Units and the Collateral Agent had in respect of the Senior Notes, subject to the Pledge thereof as provided in the Pledge Agreement, and any reference herein or in the Certificates to the Senior Notes shall be deemed to be a reference to such Applicable Ownership Interests in the Treasury Portfolio and any reference herein or in the Certificates to interest on the Senior Notes shall be deemed to be a reference to corresponding distributions on such Applicable Ownership Interests in the Treasury Portfolio. The Company may cause to be made in any Corporate Units Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of such Applicable Ownership Interests in the Treasury Portfolio for Senior Notes. If, in spite of using its reasonable efforts, the Remarketing Agent cannot remarket the Pledged Senior Notes and the Separate Senior Notes (if any) in the Initial Remarketing (other than to the Company) at a price not less than 100% (net of any Remarketing Fee and any other fees and commissions) of the sum of the Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price or a condition precedent set forth in the Remarketing Agreement is not fulfilled, the Initial Remarketing will be deemed to have failed (a "FAILED INITIAL REMARKETING"). Upon a Failed Initial Remarketing, the Remarketing Agent shall return the Pledged Senior Notes and Separate Senior Notes (if any) subject to such Remarketing to the Collateral Agent or the Custodial Agent, as the case may be.
Appears in 1 contract
Samples: Purchase Contract Agreement (Hartford Financial Services Group Inc/De)
Remarketing; Payment of Purchase Price. (a) (i) The Company shall engage the Remarketing Agent pursuant to the Remarketing Agreement for Remarketing the Senior Notes. Unless a Tax Special Event Redemption or a Successful Remarketing has occurred or will occur, on or prior to the last possible Reset Date related to the applicable Three-Day Initial Remarketing PeriodDate, the Company during Purchase Contract Agent or the Period for Early Remarketing mayCustodial Agent shall notify, 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 by 11:00 a.m. (but not in part), (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 to in the manner set forth in clause (ii) below to have their Senior Notes so remarketed. Promptly after 11:00 a.m., New York City time, ) on the Business Day immediately preceding the first Initial Remarketing Date of the applicable Three-Day Remarketing PeriodDate, the Purchase Contract Agent shall notify the Remarketing Agent of the aggregate principal amount of Pledged Senior Notes and the Custodial Agent shall notify the Remarketing Agent that are part of the Corporate Units, or aggregate principal amount of Separate Senior Notes, if any, Notes that are to be remarketed pursuant to clause (ii) below, as the case may be, that are to be remarketed. Concurrently, the Collateral Agent, pursuant to the terms of the Pledge Agreement, will present for Remarketing such Senior Notes, or the Custodial Agent Agent, pursuant to clause (ii) below, will present for Remarketing the Separate Senior Notes Notes, to the Remarketing Agent. Upon receipt of such notices notice from the Purchase Contract Agent or Collateral Agent and Custodial Agent, and the Separate such Senior Notes for Remarketing from the Collateral Agent or Custodial Agent, the Remarketing Agent shallwill, during on the Three-Day Initial Remarketing PeriodDate, use its reasonable efforts to remarket (based on the Reset Rate) (the "INITIAL REMARKETING") such Pledged Senior Notes and Separate Senior Notes on such date at a price equal to the sum of approximately 100.50% (xbut not less than 100%) approximately 100.00% of the sum of the Remarketing Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price and (y) the Remarketing FeePrice. If the Remarketing Agent is able to remarket the Pledged Senior Notes and Separate Senior Notes at a price (net of fees and commissions) equal to or greater than 100.00100% of the Remarketing Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price (a “Successful Early Remarketing”"SUCCESSFUL INITIAL REMARKETING"), the portion of the proceeds from such Successful Initial Remarketing equal to the Treasury Portfolio Purchase Price will be applied to purchase the Treasury Portfolio. In addition, the Remarketing Agent may deduct as a remarketing fee (the "REMARKETING FEE") an amount equal to 25 basis points (0.25%) of the sum of the Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price from any amount of such proceeds in excess of the sum of the Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price. With respect to Separate Senior Notes, any proceeds of the Initial Remarketing in excess of the Remarketing Fee attributable to the Separate Senior Notes will be remitted to the Custodial Agent for payment to the holders of Separate Senior Notes. With respect to Senior Notes that are part of Corporate Units, any proceeds of the Initial Remarketing in excess of the sum of the Treasury Portfolio Purchase Price plus the Remarketing Fee with respect to such Senior Notes will be remitted to the Purchase Contract Agent for payment to the Holders of the related Corporate Units. Neither the Company, the Purchase Contract Agent, nor any Corporate Units Holders whose Senior Notes are so remarketed will otherwise be responsible for the payment of any Remarketing Fee in connection therewith. The Treasury Portfolio will be substituted for the Senior Notes of Holders of Corporate Units and the appropriate Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio will be pledged to the Collateral Agent to secure the Corporate Units Holders' obligation to pay the Purchase Price for the Common Stock under the related Purchase Contracts on the Purchase Contract Settlement Date. Following the occurrence of a Successful Initial Remarketing, the Holders of Corporate Units and the Collateral Agent shall instruct have such security interests, rights and obligations with respect to the Securities Intermediary to:Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio as the Holder of Corporate Units and the Collateral Agent had in respect of the Senior Notes, subject to the Pledge thereof as provided in the Pledge Agreement, and any reference herein or in the Certificates to the Senior Notes shall be deemed to be a reference to such Applicable Ownership Interests in the Treasury Portfolio and any reference herein or in the Certificates to interest on the Senior Notes shall be deemed to be a reference to corresponding distributions on such Applicable Ownership Interests in the Treasury Portfolio. The Company may cause to be made in any Corporate Units Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of such Applicable Ownership Interests in the Treasury Portfolio for Senior Notes. If, in spite of using its reasonable efforts, the Remarketing Agent cannot remarket the related Senior Notes in the Initial Remarketing (other than to the Company) at a price (net of fees and commissions) not less than 100% of the sum of the Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price or a condition precedent set forth in the Remarketing Agreement is not fulfilled, the Initial Remarketing will be deemed to have failed (a "FAILED INITIAL REMARKETING"). Upon a Failed Initial Remarketing, the Remarketing Agent shall return the remarketed Senior Notes to the Collateral Agent or the Custodial Agent, as the case may be.
Appears in 1 contract
Samples: Purchase Contract Agreement (Hartford Financial Services Group Inc/De)
Remarketing; Payment of Purchase Price. (a) (i) Unless a Tax Event Redemption or a Successful Remarketing has occurred or will occur, on or prior to the last possible Reset Date related to the applicable Three-Day Remarketing Period, the Company 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 The Issuers shall cause engage the Remarketing Agent pursuant to remarket, in whole the Remarketing Agreement for Remarketing the Notes. By 11:00 a.m. (but not in part), (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 to in the manner set forth in clause (ii) below to have their Senior Notes so remarketed. Promptly after 11:00 a.m., New York City time, ) on the Business Day immediately preceding the first Remarketing Date of the applicable Three-Day Remarketing PeriodDate, the Purchase Contract Agent shall notify the Remarketing Agent of the aggregate principal amount of Pledged Senior Notes Notes, and the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of Separate Senior Notes, Notes (if any, ) that are to be remarketed pursuant to clause (ii) below. Concurrently, the Custodial Agent Agent, pursuant to clause (ii) below, will present for Remarketing the Separate Senior Notes Notes, to the Remarketing Agent. Upon receipt of such notices notice from the Purchase Contract Agent and Custodial Agent, Agent and the Pledged Notes and Separate Senior Notes for Remarketing (if any) from the Collateral Agent and Custodial Agent, the Remarketing Agent shallwill, during on the Three-Day Remarketing PeriodDate, use its reasonable efforts to remarket (based on the Reset Rate) (the Remarketing) such Pledged Senior Notes and Separate Senior Notes on such date at a price equal to as designated in the sum of (x) approximately 100.00% of the sum of the Remarketing Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price and (y) the Remarketing Feeapplicable Issuer Order. If the Remarketing Agent is able to remarket the Pledged Senior Notes and Separate Senior Notes at a price equal to or greater than 100.00100% (net of the Remarketing Treasury Portfolio Purchase Price plus Fee and any other fees and commissions) of the aggregate principal amount of the Notes and Separate Senior Notes Purchase Price (if any) (a “Successful Early Remarketing”), the Remarketing Agent will remit the proceeds attributable to the Remarketing of the Pledged Notes from such Successful Remarketing to the Collateral Agent. The Remarketing Agent shall deduct as a remarketing fee (the Remarketing Fee) an amount as designated in the applicable Issuer Order. Upon receipt of the proceeds attributable to the Remarketing, the Collateral Agent shall instruct cause the Securities Intermediary to:to transfer the Pledged Notes to the Purchase Contract Agent for disposition in accordance with instructions from the Remarketing Agent. None of the Issuers, the Purchase Contract Agent, or any Holders of Corporate Units or holders of Separate Notes whose Notes or Separate Notes are so remarketed will otherwise be responsible for the payment of any Remarketing Fee in connection therewith. With respect to Separate Notes, any proceeds of the Remarketing in excess of the Remarketing Fee attributable to the Separate Notes will be remitted to the Custodial Agent for payment to the holders of Separate Notes. The proceeds from the Remarketing remitted to the Collateral Agent shall be invested by the Collateral Agent in Permitted Investments, in accordance with the Pledge Agreement, and then applied to satisfy in full the obligations of such Holders of Corporate Units to pay the Purchase Price for the shares of Common Stock under the related Purchase Contracts, less the amount of any Deferred Contract Adjustment Payments payable to such Holders, on the Purchase Contract Settlement Date. Any proceeds in excess of those required to pay the Purchase Price and the Remarketing Fee will be remitted to the Purchase Contract Agent for payment to the Holders of the related Corporate Units. With respect to Pledged Notes, any proceeds of the Remarketing in excess of the Remarketing Fee will be remitted to the Purchase Contract Agent for payment to the Holders of the related Corporate Units.
Appears in 1 contract
Remarketing; Payment of Purchase Price. (a) (i) Unless a Tax Special Event Redemption or a Successful Remarketing has occurred or will occur, on or prior to the last possible Reset Date related to the applicable Three-Day Initial Remarketing PeriodDate, the Company 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 engage the Remarketing Agent pursuant to remarket, in whole the Remarketing Agreement for Remarketing the Notes. By 11:00 a.m. (but not in part), (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 to in the manner set forth in clause (ii) below to have their Senior Notes so remarketed. Promptly after 11:00 a.m., New York City time, ) on the Business Day immediately preceding the first Initial Remarketing Date of the applicable Three-Day Remarketing PeriodDate, the Purchase Contract Agent shall notify the Remarketing Agent of the aggregate principal amount of Pledged Senior Notes Notes, and the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of Separate Senior Notes, Notes (if any, ) that are to be remarketed pursuant to clause (ii) below. Concurrently, the Collateral Agent, pursuant to the terms of the Pledge Agreement, will present for Remarketing the Pledged Notes, and the Custodial Agent Agent, pursuant to clause (ii) below, will present for Remarketing the Separate Senior Notes Notes, to the Remarketing Agent. Upon receipt of such notices notice from the Purchase Contract Agent and Custodial Agent, Agent and the Pledged Notes and Separate Senior Notes for Remarketing (if any) from the Collateral Agent and Custodial Agent, the Remarketing Agent shallwill, during on the Three-Day Initial Remarketing PeriodDate, use its reasonable efforts to remarket (based on the Reset Rate) (the "INITIAL REMARKETING") such Pledged Senior Notes and Separate Senior Notes on such date at a price equal of approximately 100.25% (or, if the Remarketing Agent is unable to remarket the sum Pledged Notes and Separate Notes at such rate, at a rate below 100.25% in the discretion of (xthe Remarketing Agent, but in no event less than 100%, net of any Remarketing Fee and any other fees and commissions) approximately 100.00% of the sum of the Remarketing Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price and (y) the Remarketing FeePrice. If the Remarketing Agent is able to remarket the Pledged Senior Notes and Separate Senior Notes at a price equal to or greater than 100.00100% (net of any Remarketing Fee and any other fees and commissions) of the Remarketing Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price (a “Successful Early Remarketing”"SUCCESSFUL INITIAL REMARKETING"), the portion of the proceeds from such Successful Initial Remarketing equal to the Treasury Portfolio Purchase Price will be applied to purchase the Treasury Portfolio. The Remarketing Agent shall deduct as a remarketing fee (the "REMARKETING FEE") an amount equal to the lesser of (i) 25 basis points (0.25%) of the sum of the Treasury Portfolio Purchase Price plus the Separate Notes Purchase Price and (ii) the amount of the proceeds of such Remarketing in excess of the sum of the Treasury Portfolio Purchase Price plus the Separate Notes Purchase Price. None of the Company, the Purchase Contract Agent, or any Holders of Corporate Units or holders of Separate Notes whose Notes or Separate Notes are so remarketed will otherwise be responsible for the payment of any Remarketing Fee in connection therewith. With respect to Separate Notes, any proceeds of the Initial Remarketing in excess of the Remarketing Fee attributable to the Separate Notes will be remitted to the Custodial Agent for payment to the holders of Separate Notes. With respect to Pledged Notes, any proceeds of the Initial Remarketing in excess of the sum of the Treasury Portfolio Purchase Price plus the Remarketing Fee with respect to such Pledged Notes will be remitted to the Purchase Contract Agent for payment to the Holders of the related Corporate Units. The Treasury Portfolio will be substituted for the Pledged Notes and the appropriate Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio will be pledged to the Collateral Agent to secure the obligation of the Holders of Corporate Units to pay the Purchase Price for the Common Stock under the related Purchase Contracts on the Purchase Contract Settlement Date. Following the occurrence of a Successful Initial Remarketing, the Holders of Corporate Units and the Collateral Agent shall instruct have such security interests, rights and obligations with respect to the Securities Intermediary to:Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio as the Holder of Corporate Units and the Collateral Agent had in respect of the Notes, subject to the Pledge thereof as provided in the Pledge Agreement, and any reference herein or in the Certificates to the Notes shall be deemed to be a reference to such Applicable Ownership Interests in the Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on such Applicable Ownership Interests in the Treasury Portfolio. The Company may cause to be made in any Corporate Units Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of such Applicable Ownership Interests in the Treasury Portfolio for Notes. If, in spite of using its reasonable efforts, the Remarketing Agent cannot remarket the Pledged Notes and the Separate Notes (if any) in the Initial Remarketing (other than to the Company) at a price not less than 100% (net of any Remarketing Fee and any other fees and commissions) of the sum of the Treasury Portfolio Purchase Price plus the Separate Notes Purchase Price or a condition precedent set forth in the Remarketing Agreement is not fulfilled, the Initial Remarketing will be deemed to have failed (a "FAILED INITIAL REMARKETING"). Upon a Failed Initial Remarketing, the Remarketing Agent shall return the Pledged Notes and Separate Notes (if any) subject to such Remarketing to the Collateral Agent or the Custodial Agent, as the case may be.
Appears in 1 contract
Samples: Purchase Contract Agreement (Phoenix Companies Inc/De)
Remarketing; Payment of Purchase Price. (a) (i) Unless a Tax Event Redemption or a Successful Remarketing has occurred or will occur, on or prior to the last possible Reset Date related to the applicable Three-Day Remarketing Periodoccurred, the Company during shall engage J.P. Morgan Securities, Inc., as Remarketing Agent (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 "Remarketixx Xxxxx") pursuant to the Remarketing Agent Agreement (and subject to remarket, in whole (but not in part), (A) the Pledged Senior Notes of Corporate Units Holders included removal as provided in the Corporate Units and Remarketing Agreement) to sell the Notes (Bthe "Initial Remarketing") any Separate Senior Notes of holders who have elected on the third Business Day immediately preceding the Initial Remarketing Date. In order to in facilitate the manner set forth in clause Initial Remarketing, the Purchase Contract Agent or the Custodial Agent shall notify, by 11:00 a.m. (ii) below to have their Senior Notes so remarketed. Promptly after 11:00 a.m., New York City time), on the Business Day immediately preceding the first Initial Remarketing Date of the applicable Three-Day Remarketing PeriodDate, the Purchase Contract Agent shall notify the Remarketing Agent of the aggregate principal amount of Pledged Senior Notes and the Custodial Agent shall notify the Remarketing Agent that are part of the Corporate MEDS, or aggregate principal amount of Separate Senior Notes, if any, Notes that are to be remarketed pursuant to clause (ii) below, as the case may be, that are to be remarketed. Concurrently, the Collateral Agent, pursuant to the terms of the Pledge Agreement, or the Custodial Agent Agent, pursuant to clause (ii) below, will present for Remarketing the Separate Senior such Notes to the Remarketing Agent. Upon receipt of such notices notice from the Purchase Contract Agent or Custodial Agent and Custodial Agent, and the Separate Senior such Notes for Remarketing from the Collateral Agent or Custodial Agent, the Remarketing Agent shallwill, during on the Three-Day Initial Remarketing PeriodDate, use its commercially reasonable best efforts to remarket (based on the Reset Rate) such Pledged Senior Notes and Separate Senior Notes on such 39 date at a price equal to the sum of (x) approximately 100.00at least 100.25% of the sum of the Remarketing Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price and (y) the Remarketing FeePrice. If the Remarketing Agent is able to remarket the Pledged Senior Notes and Separate Senior Notes at a price equal to or greater than 100.00100.25% of the Remarketing Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price (a “"Successful Early Initial Remarketing”"), the portion of the proceeds from such Successful Initial Remarketing equal to the Treasury Portfolio Purchase Price will be applied to purchase the Treasury Portfolio. In addition, the Remarketing Agent may deduct as a remarketing fee (the "Remarketing Fee") an amount equal to 25 basis points (0.25%) of the sum of the Treasury Portfolio Purchase Price plus the Separate Notes Purchase Price from any amount of such proceeds in excess of the sum of the Treasury Portfolio Purchase Price plus the Separate Notes Purchase Price. With respect to Separate Notes, any proceeds of the Initial Remarketing in excess of the Remarketing Fee attributable to the Separate Notes will be remitted to the Custodial Agent for payment to the holders of Separate Notes. With respect to Notes that are part of Corporate MEDS, any proceeds of the Initial Remarketing in excess of the sum of the Treasury Portfolio Purchase Price plus the Remarketing Fee with respect to such Notes will be remitted to the Purchase Contract Agent for payment to the Holders of the related Corporate MEDS. Neither the Company, the Purchase Contract Agent, nor any Corporate MEDS Holders whose Notes are so remarketed will otherwise be responsible for the payment of any Remarketing Fee in connection therewith. The Treasury Portfolio will be substituted for the Notes of Holders of Corporate MEDS and the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) of the Treasury Portfolio will be pledged to the Collateral Agent to secure the Corporate MEDS Holders' obligation to pay the Purchase Price for the Common Stock under the related Purchase Contracts on the Purchase Contract Settlement Date. Following the occurrence of a Successful Initial Remarketing, the Holders of Corporate MEDS and the Collateral Agent shall instruct have such security interests, rights and obligations with respect to the Securities Intermediary to:Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio as the Holder of Corporate MEDS and the Collateral Agent had in respect of the Notes, subject to the Pledge thereof as provided in the Pledge Agreement, and any reference herein or in the Certificates to the Notes shall be deemed to be a reference to such Applicable Ownership Interests in the Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on such Applicable Ownership Interests in the Treasury Portfolio. The Company may cause to be made in any Corporate MEDS Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of such Applicable Ownership Interests in the Treasury Portfolio for Notes. If, in spite of using its commercially reasonable best efforts, the Remarketing Agent cannot remarket the related Notes in the Initial Remarketing (other than to the Company) at a price not less than 100.25% of the sum of the Treasury Portfolio Purchase Price plus the Separate Notes Purchase Price or a condition precedent set forth in the Remarketing Agreement is not fulfilled, the Initial Remarketing will be deemed to have failed (a "Failed Initial Remarketing"). Upon a Failed Initial Remarketing, the Remarketing Agent shall return the remarketed Notes to the Collateral Agent or the Custodial Agent, as the case may be.
Appears in 1 contract
Remarketing; Payment of Purchase Price. (a) (i) Unless a Tax Special Event Redemption has occurred or will occur or a Successful Remarketing has occurred or will occur, on or prior to the last possible Reset Date related to the applicable Three-Day Remarketing Periodalready occurred, the Company may, at its option and in its sole discretion, conduct a Remarketing 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), (A1) the Notes underlying Pledged Senior Applicable Ownership Interests in Notes that are a component of Corporate Units Holders included in the Corporate Units and (B2) any Separate Senior Notes of holders Holders who have elected to in the manner set forth in clause (ii) below to have their Senior Notes so remarketed. Promptly after 11:00 a.m., New York City time, on the Business Day immediately preceding the first Remarketing Date of the applicable Three-Business Day Remarketing Period, the Purchase Contract Agent shall notify the Remarketing Agent of the aggregate principal amount of Notes underlying Pledged Senior Applicable Ownership Interests in Notes and the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of Separate Senior Notes, if any, that are to be remarketed pursuant to clause (ii) below. Concurrently, the Custodial Agent will present the Separate Notes for Remarketing the Separate Senior Notes to the Remarketing Agent. Upon receipt of such notices from the Purchase Contract Agent and Custodial Agent, and the Separate Senior Notes for Remarketing from the Custodial Agent, the Remarketing Agent shall, during the Three-Business Day Remarketing Period, use its reasonable efforts to remarket (based on the Reset Rate) such Notes underlying Pledged Senior Applicable Ownership Interests in Notes and Separate Senior Notes at a price equal to the sum of (x) approximately 100.00% of the sum of the Remarketing Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price and (y) the Remarketing Fee. If the Remarketing Agent is able to remarket the Notes underlying Pledged Senior Applicable Ownership Interests in Notes and the Separate Senior Notes at a price equal to or greater than 100.00% of the Remarketing Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price (a “Successful Early Remarketing”), the Collateral Agent shall instruct the Securities Intermediary to:
Appears in 1 contract
Samples: Purchase Contract and Pledge Agreement (Legg Mason Inc)
Remarketing; Payment of Purchase Price. (a) (i) Unless a Tax Event Redemption or a Successful Remarketing has occurred or will occur, on or prior to the last possible Reset Date related to the applicable Three-Day Remarketing Period, the The Company 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 engage the Remarketing Agent pursuant to remarket, in whole the Remarketing Agreement for Remarketing the Notes. By 11:00 a.m. (but not in part), (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 to in the manner set forth in clause (ii) below to have their Senior Notes so remarketed. Promptly after 11:00 a.m., New York City time, ) on the Business Day immediately preceding the first Remarketing Date of the applicable Three-Day Remarketing PeriodDate, the Purchase Contract Agent shall notify the Remarketing Agent of the aggregate principal amount of Pledged Senior Notes Notes, and the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of Separate Senior Notes, Notes (if any, ) that are to be remarketed pursuant to clause (ii) below. Concurrently, the Custodial Agent Agent, pursuant to clause (ii) below, will present for Remarketing the Separate Senior Notes Notes, to the Remarketing Agent. Upon receipt of such notices notice from the Purchase Contract Agent and Custodial Agent, Agent and the Pledged Notes and Separate Senior Notes for Remarketing (if any) from the Collateral Agent and Custodial Agent, the Remarketing Agent shallwill, during on the Three-Day Remarketing PeriodDate, use its reasonable efforts to remarket (based on the Reset Rate) (the "Remarketing") such Pledged Senior Notes and Separate Senior Notes on such date at a price equal of approximately 100.25% (or, if the Remarketing Agent is unable to remarket the sum of (x) approximately 100.00Pledged Notes and Separate Notes at such price, at a price below 100.25% of in the sum discretion of the Remarketing Treasury Portfolio Purchase Price plus Agent, but in no event less than 100%, net of any Remarketing Fee and any other fees and commissions) of the aggregate principal amount of the Notes and Separate Senior Notes Purchase Price and (y) the Remarketing Feebeing remarketed in such Remarketing. If the Remarketing Agent is able to remarket the Pledged Senior Notes and Separate Senior Notes at a price equal to or greater than 100.00100% (net of the Remarketing Treasury Portfolio Purchase Price plus Fee and any other fees and commissions) of the aggregate principal amount of the Notes and Separate Senior Notes Purchase Price (if any) (a “"Successful Early Remarketing”"), the Remarketing Agent will remit the proceeds attributable to the Remarketing of the Pledged Notes from such Successful Remarketing to the Collateral Agent. The Remarketing Agent shall deduct as a remarketing fee (the "Remarketing Fee") an amount equal to the lesser of (i) 25 basis points (0.25%) of the aggregate principal amount of the Pledged Notes and Separate Notes remarketed and (ii) the amount of the proceeds of such Remarketing in excess of the aggregate principal amount of the Pledged Notes and Separate Notes remarketed. Upon receipt of the proceeds attributable to the Remarketing, the Collateral Agent shall instruct cause the Securities Intermediary to:to transfer the Pledged Notes to the Purchase Contract Agent for disposition in accordance with instructions from the Remarketing Agent. None of the Company, the Purchase Contract Agent, or any Holders of Corporate Units or holders of Separate Notes whose Notes or Separate Notes are so remarketed will otherwise be responsible for the payment of any Remarketing Fee in connection therewith. With respect to Separate Notes, any proceeds of the Remarketing in excess of the Remarketing Fee attributable to the Separate Notes will be remitted to the Custodial Agent for payment to the holders of Separate Notes. The proceeds from the Remarketing remitted to the Collateral Agent shall be invested by the Collateral Agent in Permitted Investments, in accordance with the Pledge Agreement, and then applied to satisfy in full the obligations of such Holders of Corporate Units to pay the Purchase Price for the shares of Common Stock under the related Purchase Contracts, less the amount of any Deferred Contract Adjustment Payments payable to such Holders, on the Purchase Contract Settlement Date. Any proceeds in excess of those required to pay the Purchase Price and the Remarketing Fee will be remitted to the Purchase Contract Agent for payment to the Holders of the related Corporate Units. With respect to Pledged Notes, any proceeds of the Remarketing in excess of the Remarketing Fee will be remitted to the Purchase Contract Agent for payment to the Holders of the related Corporate Units.
Appears in 1 contract
Remarketing; Payment of Purchase Price. (a) (i) Unless a Tax Special Event Redemption or a Successful Remarketing has occurred or will occur, on or prior to the last possible Reset Date related to the applicable Three-Day Initial Remarketing PeriodDate, the Company 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 engage the Remarketing Agent pursuant to remarket, in whole the Remarketing Agreement for Remarketing the Senior Notes. By 11:00 a.m. (but not in part), (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 to in the manner set forth in clause (ii) below to have their Senior Notes so remarketed. Promptly after 11:00 a.m., New York City time, ) on the Business Day immediately preceding the first Initial Remarketing Date of the applicable Three-Day Remarketing PeriodDate, the Purchase Contract Agent shall notify the Remarketing Agent of the aggregate principal amount of Pledged Senior Notes Notes, and the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of Separate Senior Notes, Notes (if any, ) that are to be remarketed pursuant to clause (ii) below. Concurrently, the Custodial Agent Agent, pursuant to the terms of the Pledge Agreement, will present for Remarketing the Pledged Senior Notes, and the Custodial Agent, pursuant to clause (ii) below, will present for Remarketing the Separate Senior Notes to the Remarketing Agent. Upon receipt of such notices notice from the Purchase Contract Agent and Custodial Agent, and the Pledged Senior Notes and Separate Senior Notes for Remarketing (if any) from the Collateral Agent and the Custodial Agent, the Remarketing Agent shallwill, during on the Three-Day Initial Remarketing PeriodDate, use its reasonable efforts to remarket (based on the Reset Rate) (the "Initial Remarketing") such Pledged Senior Notes and Separate Senior Notes on such date at a price equal to the sum of (x) approximately 100.00100.50% of the sum of the Remarketing Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price and (y) the Remarketing FeePrice. If the Remarketing Agent is able to remarket the Pledged Senior Notes and Separate Senior Notes at a price equal to or greater than 100.00100.50% of the Remarketing Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price (a “"Successful Early Initial Remarketing”"), the Collateral Agent shall instruct shall, in accordance with the Pledge Agreement, cause the Securities Intermediary to:to transfer the Pledged Senior Notes upon confirmation of deposit by the Remarketing Agent of the proceeds of such Successful Remarketing in the Collateral Account, and the portion of the proceeds from such Successful Initial Remarketing equal to the Treasury Portfolio Purchase Price will be applied to purchase the Treasury Portfolio. The Remarketing Agent may deduct as a remarketing fee (the "Remarketing Fee") an amount equal to 25 basis points (0.25%) of the sum of the Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price. With respect to Pledged Senior Notes, any proceeds of the Initial Remarketing in excess of the sum of the Treasury Portfolio Purchase Price plus the Remarketing Fee with respect to such Pledged Senior Notes will be remitted to the Purchase Contract Agent for payment to the Holders of the related Corporate Units. The Treasury Portfolio will be substituted for the Pledged Senior Notes and the appropriate Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio will be pledged to the Collateral Agent to secure the obligation of the Holders of Corporate Units to pay the Purchase Price for the Common Stock under the related Purchase Contracts on the Purchase Contract Settlement Date. With respect to Separate Senior Notes upon a Successful Initial Remarketing, any proceeds of the Initial Remarketing in excess of the Remarketing Fee attributable to the Separate Senior Notes will be remitted to the Custodial Agent for payment to the holders of Separate Senior Notes. None of the Company, the Purchase Contract Agent, or any Holders of Corporate Units or holders of Separate Senior Notes whose Senior Notes or Separate Senior Notes are so remarketed will otherwise be responsible for the payment of any Remarketing Fee in connection therewith. Following the occurrence of a Successful Initial Remarketing, the Holders of Corporate Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio as the Holder of Corporate Units and the Collateral Agent had in respect of the Senior Notes, subject to the Pledge thereof as provided in the Pledge Agreement, and any reference herein or in the Certificates to the Senior Notes shall be deemed to be a reference to such Applicable Ownership Interests in the Treasury Portfolio and any reference herein or in the Certificates to interest on the Senior Notes shall be deemed to be a reference to corresponding distributions on such Applicable Ownership Interests in the Treasury Portfolio. The Company may cause to be made in any Corporate Units Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of such Applicable Ownership Interests in the Treasury Portfolio for Senior Notes. If, in spite of using its reasonable efforts, the Remarketing Agent cannot remarket the Pledged Senior Notes and the Separate Senior Notes (if any) in the Initial Remarketing (other than to the Company) at a price not less than 100.50% of the sum of the Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price or a condition precedent set forth in the Remarketing Agreement is not fulfilled, the Initial Remarketing will be deemed to have failed (a "Failed Initial Remarketing"). Promptly following a Failed Initial Remarketing, the Remarketing Agent shall return the Pledged Senior Notes and the Separate Senior Notes (if any) subject to such Remarketing to the Collateral Agent or to the Custodial Agent, as the case may be.
Appears in 1 contract
Remarketing; Payment of Purchase Price. (a) (i) Unless a Tax Special Event Redemption or a Successful Remarketing has occurred or will occur, on or prior to the last possible Reset Date related to the applicable Three-Day Initial Remarketing PeriodDate, the Company 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 engage the Remarketing Agent pursuant to remarket, in whole the Remarketing Agreement for Remarketing the Notes. By 11:00 a.m. (but not in part), (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 to in the manner set forth in clause (ii) below to have their Senior Notes so remarketed. Promptly after 11:00 a.m., New York City time, ) on the Business Day immediately preceding the first Initial Remarketing Date of the applicable Three-Day Remarketing PeriodDate, the Purchase Contract Collateral Agent shall notify present the related Pledged Notes to the Remarketing Agent of the aggregate principal amount of Pledged Senior Notes for Initial Remarketing (as defined below), and the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of Separate Senior Notes, Notes (if any, ) that are to be remarketed pursuant to clause (ii) below. Concurrently, the Collateral Agent, pursuant to the terms of the Pledge Agreement, will present for Remarketing the Pledged Notes, and the Custodial Agent Agent, pursuant to clause (ii) below, will present for Remarketing the Separate Senior Notes Notes, to the Remarketing Agent. Upon receipt of such notices notice from the Purchase Contract Agent and Custodial Agent, Agent and the Pledged Notes and Separate Senior Notes for Remarketing (if any) from the Collateral Agent and Custodial Agent, the Remarketing Agent shallwill, during on the Three-Day Initial Remarketing PeriodDate, use its reasonable efforts to remarket (based on the Reset Rate) (the "Initial Remarketing") such Pledged Senior Notes and Separate Senior Notes on such date at a price equal of approximately ______% (or, if the Remarketing Agent is unable to remarket the sum Pledged Notes and Separate Notes at such rate, at a rate below ______% in the discretion of (xthe Remarketing Agent, but in no event less than 100%, net of any Remarketing Fee and any other fees and commissions) approximately 100.00% of the sum of the Remarketing Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price and (y) the Remarketing FeePrice. If the Remarketing Agent is able to remarket the Pledged Senior Notes and Separate Senior Notes at a price equal to or greater than 100.00100% (net of any Remarketing Fee and any other fees and commissions) of the Remarketing Treasury Portfolio Purchase Price plus the Separate Senior Notes Purchase Price (a “"Successful Early Initial Remarketing”"), the portion of the proceeds from such Successful Initial Remarketing equal to the Treasury Portfolio Purchase Price will be applied to purchase the Treasury Portfolio. The Remarketing Agent shall deduct as a remarketing fee (the "Remarketing Fee") an amount equal to the lesser of (i) 25 basis points (0.25%) of the sum of the Treasury Portfolio Purchase Price plus the Separate Notes Purchase Price and (ii) the amount of the proceeds of such Remarketing in excess of the sum of the Treasury Portfolio Purchase Price plus the Separate Notes Purchase Price. None of the Company, the Purchase Contract Agent, or any Holders of Corporate Units or holders of Separate Notes whose Notes or Separate Notes are so remarketed will otherwise be responsible for the payment of any Remarketing Fee in connection therewith. With respect to Separate Notes, any proceeds of the Initial Remarketing in excess of the Remarketing Fee attributable to the Separate Notes will be remitted to the Custodial Agent for payment to the holders of Separate Notes. With respect to Pledged Notes, any proceeds of the Initial Remarketing in excess of the sum of the Treasury Portfolio Purchase Price plus the Remarketing Fee with respect to such Pledged Notes will be remitted to the Purchase Contract Agent for payment to the Holders of the related Corporate Units. The Treasury Portfolio will be substituted for the Pledged Notes and the appropriate Applicable Ownership Interests (as 38 specified in clause (i) of the definition of such term) in the Treasury Portfolio will be pledged to the Collateral Agent to secure the obligation of the Holders of Corporate Units to pay the Purchase Price for the Ordinary Shares under the related Purchase Contracts on the Purchase Contract Settlement Date. Following the occurrence of a Successful Initial Remarketing, the Holders of Corporate Units and the Collateral Agent shall instruct have such security interests, rights and obligations with respect to the Securities Intermediary to:Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio as the Holder of Corporate Units and the Collateral Agent had in respect of the Notes, subject to the Pledge thereof as provided in the Pledge Agreement, and any reference herein or in the Certificates to the Notes shall be deemed to be a reference to such Applicable Ownership Interests in the Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on such Applicable Ownership Interests in the Treasury Portfolio. The Company may cause to be made in any Corporate Units Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of such Applicable Ownership Interests in the Treasury Portfolio for Notes. If, in spite of using its reasonable efforts, the Remarketing Agent cannot remarket the Pledged Notes and the Separate Notes (if any) in the Initial Remarketing (other than to the Company) at a price not less than 100% (net of any Remarketing Fee and any other fees and commissions) of the sum of the Treasury Portfolio Purchase Price plus the Separate Notes Purchase Price or a condition precedent set forth in the Remarketing Agreement is not fulfilled, the Initial Remarketing will be deemed to have failed (a "Failed Initial Remarketing"). Upon a Failed Initial Remarketing, the Remarketing Agent shall return the Pledged Notes and Separate Notes (if any) subject to such Remarketing to the Collateral Agent or the Custodial Agent, as the case may be.
Appears in 1 contract
Samples: Purchase Contract Agreement (Scottish Annuity & Life Holdings LTD)
