Appointment and Obligations of the Remarketing Agent Clause Samples
Appointment and Obligations of the Remarketing Agent. (a) The Company hereby appoints [ • ] as the exclusive Remarketing Agent, and, subject to the terms and conditions set forth herein, [ • ] hereby accepts appointment as Remarketing Agent, for the purpose of (i) remarketing the Remarketed Debentures on behalf of the holders thereof, (ii) determining, in consultation with the Company, in the manner provided for herein and in the Purchase Contract and Pledge Agreement and the Supplemental Indenture, the Reset Rate for the Debentures, and (iii) performing such other duties as are assigned to the Remarketing Agent in the Transaction Documents.
(b) Unless a Termination Event has occurred prior to such date, if the Company elects to conduct an Optional Remarketing during the Optional Remarketing Period selected by the Company pursuant to the Purchase Contract and Pledge Agreement, the Remarketing Agent shall use its commercially reasonable efforts to remarket the Remarketed Debentures at the applicable Remarketing Price. For the avoidance of doubt, the Company shall determine in its sole discretion if and when to attempt an Optional Remarketing, as the Company may commence or postpone or cancel an Optional Remarketing in its absolute and sole discretion. In the case of an Optional Remarketing, on any Remarketing Date, the Remarketing Agent shall notify the Company, the Collateral Agent and the Quotation Agent of the amount and issue of the U.S. Treasury securities (or principal or interest strips thereof) that will constitute the Treasury Portfolio, which will be selected by the Remarketing Agent in its sole discretion in accordance with the Purchase Contract and Pledge Agreement. The Company will cause the Quotation Agent to notify the Remarketing Agent of the Treasury Portfolio Purchase Price no later than 4:00 p.m. New York City time on such Remarketing Date. If the Remarketing Agent is also acting as Quotation Agent, the Quotation Agent shall be entitled to all rights, protections and privileges granted herein to the Remarketing Agent.
(c) If there is no Successful Optional Remarketing during the Optional Remarketing Period or no Optional Remarketing occurs on any Optional Remarketing Date, if any, and unless a Termination Event has occurred prior to such date, on each Remarketing Date in the Final Remarketing Period, the Remarketing Agent shall use its commercially reasonable efforts to remarket the Remarketed Debentures at the applicable Remarketing Price. It is understood and agreed that the Remarketing on...
Appointment and Obligations of the Remarketing Agent. (a) The Company hereby appoints Banc of America Securities LLC as the exclusive Remarketing Agent, and, subject to the terms and conditions set forth herein, Banc of America Securities LLC hereby accepts appointment as Remarketing Agent, for the purpose of (i) Remarketing the Remarketed Senior Notes on behalf of the holders thereof, (ii) determining, in consultation with the Company, in the manner provided for herein and in the Purchase Contract Agreement and the Indenture, the Reset Rate for the Senior Notes, and (iii) performing such other duties as are assigned to the Remarketing Agent in the Transaction Documents.
(b) Unless a Special Event Redemption has occurred prior to such date, on the third Business Day immediately preceding August 16, 2008 (the “Initial Remarketing Date”), the Remarketing Agent shall use commercially reasonable efforts to remarket (based on the Reset Rate) (the “Initial Remarketing”) the Remarketed Senior Notes, at a price (the “Remarketing Price”) equal to approximately 100.25% (or, if the Remarketing Agent is unable to remarket the Remarketed Senior Notes at such a rate, at a rate below 100.25% in the discretion of the Remarketing Agent, but in no event less than 100.00%) of the sum of the Treasury Portfolio Purchase Price and the Separate Senior Notes Purchase Price.
(c) In the case of a Failed Initial Remarketing and unless a Special Event Redemption has occurred prior to such date, on the third Business Day immediately preceding the Purchase Contract Settlement Date (the “Final Remarketing Date”), the Remarketing Agent shall use its commercially reasonable efforts to remarket (based on the Reset Rate) (the “Final Remarketing”) the Remarketed Senior Notes at a price (the “Final Remarketing Price”) equal to approximately 100.25% (or, if the Remarketing Agent is unable to remarket the Remarketed Senior Notes at such a rate, at a rate below 100.25% in the discretion of the Remarketing Agent, but in no event less than 100.00%) of the aggregate principal amount of the Remarketed Senior Notes being remarketed in such Final Remarketing. It is understood and agreed that the Remarketing on any Remarketing Date will be considered successful and no further attempts will be made if the resulting proceeds are at least 100% of the sum of the Treasury Portfolio Purchase Price and the Separate Senior Notes Purchase Price, in the case of the Initial Remarketing, and at least 100% of the aggregate principal amount of the Remarketed Senior Not...
Appointment and Obligations of the Remarketing Agent. (a) The Fund hereby appoints ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated hereby accepts such appointment, as the exclusive Remarketing Agent of VRDP Shares for the purpose of establishing the Applicable Rate on each Rate Determination Date in respect of the VRDP Shares and, in connection with a Tender, Remarketing such VRDP Shares on behalf of the Beneficial Owners thereof and calculating the Purchase Price therefor, among other things; and performing such other duties as are assigned to the Remarketing Agent in the Articles Supplementary, all pursuant to the procedures set forth in the Articles Supplementary and the Offering Memorandum.
(b) The Remarketing Agent agrees with respect to the VRDP Shares to:
(i) subject to Section 3 hereof, use its best efforts to remarket tendered VRDP Shares in connection with a Tender, but shall in no way be liable if no purchasers are found, provided it has otherwise performed its obligations as set forth herein and in the Articles Supplementary;
(ii) establish the Applicable Rate not later than 5:00 p.m., New York City time, on each Rate Determination Date to the nearest one-thousandth (0.001) of one percent per annum for each Subsequent Rate Period; such Applicable Rate being determined by the Remarketing Agent as the lowest rate under then-existing market conditions that in the Remarketing Agent’s sole judgment would result in the VRDP Shares on the first day of the Subsequent Rate Period next succeeding the Rate Determination Date having a market value equal to the Liquidation Preference thereof, plus accumulated but unpaid dividends thereon (whether or not earned or declared); provided, that the Applicable Rate may not exceed the Maximum Rate;
(iii) notify the Fund, the Tender and Paying Agent and the Liquidity Provider of the Applicable Rate by Electronic Means after 5:00 p.m., New York City time, on each Rate Determination Date;
(iv) calculate the Maximum Rate applicable to each Rate Period and notify the Fund and the Tender and Paying Agent of the Maximum Rate by Electronic Means after 5:00 p.m., New York City time, on each Rate Determination Date;
(v) upon request from the Fund, assist the Fund in establishing the Late Charge (if any), relating to such VRDP Shares;
(vi) calculate the Purchase Price to be paid in connection with a Tender or Mandatory Purchase of VRDP Shares;
(vii) [Reserved];
(viii) deliver a Remarketing Notice to the Tender and Paying...
Appointment and Obligations of the Remarketing Agent. (a) The Company and JES (the "Issuers") hereby appoint ___________ as exclusive 2 Remarketing Agent, and ____________ hereby accepts appointment as Remarketing Agent, for the purpose of (i) Remarketing Remarketed Notes on behalf of the holders thereof and (ii) performing such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing Procedures.
(b) The Remarketing Agent agrees (i) to use commercially reasonable efforts to remarket the Remarketed Notes tendered or deemed tendered to the Remarketing Agent in the Remarketing, (ii) to notify the Issuers, the Depository and the Trustee promptly of the Reset Rate and (iii) to carry out such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with the provisions of the Remarketing Procedures.
(c) On the sixth Business Day prior to March - 2002, after identification by the Purchase Contract Agent of the number of Holders of Units electing to effect a Collateral Substitution, the Remarketing Agent shall purchase an option, excercisable for the delivery on March - 2002 of 100.25% of the Treasury Consideration in respect of such Notes. The Company and JES shall reimburse the Remarketing Agent for the purchase of the option. The Remarketing Agent shall notify the Purchase Contract Agent by 3:00 p.m on the sixth Business Day prior to March - 2002, of the [AMOUNT] [CASH] required, pursuant to the option, to purchase the Treasury Consideration necessary for a Holder to effect a Collateral Substitution.
(d) On the third Business Day immediately preceding ______, 2002 (the "Remarketing Date"), the Remarketing Agent shall use commercially reasonable efforts to remarket, at a price equal to 100.25% of the Treasury Consideration, the Remarketed Notes tendered or deemed tendered for purchase.
(e) If, as a result of the efforts described in Section l(b), the Remarketing Agent determines that it will be able to remarket all Remarketed Notes tendered or deemed tendered for purchase at a price of 100.25% of the Treasury Consideration prior to 4:00 P.M., New York City time, on the Remarketing Date, the Remarketing Agent shall determine (i) the Reset Rate, which shall be the rate per annum (rounded to the nearest one-thousandth (0.001) of one percent per annum) that the Remarketing Agent determines, to be the lowest rate per annum that will enable it to remarket all Remarketed Notes tendered or deemed ...
Appointment and Obligations of the Remarketing Agent. The Fund hereby appoints Citigroup Global Markets Inc., and Citigroup Global Markets Inc. hereby accepts such appointment, as the exclusive Remarketing Agent of VRDP Shares for the purpose of establishing the Applicable Rate on each Rate Determination Date in respect of the VRDP Shares and, in connection with a Tender, Remarketing such VRDP Shares on behalf of the Beneficial Owners thereof and calculating the Purchase Price therefor, among other things; and performing such other duties as are assigned to the Remarketing Agent in the Articles Supplementary, all pursuant to the procedures set forth in the Articles Supplementary and the Offering Memorandum.
Appointment and Obligations of the Remarketing Agent. The Fund hereby appoints Barclays Capital Inc., and Barclays Capital Inc. hereby accepts such appointment, as the exclusive Remarketing Agent of VRDP Shares for the purpose of establishing the Applicable Rate on each Rate Determination Date in respect of the VRDP Shares and, in connection with a Tender, Remarketing such VRDP Shares on behalf of the Beneficial Owners or Holders, as applicable, thereof and calculating the Purchase Price therefor, among other things, and performing such other duties as are assigned to the Remarketing Agent in the Statement or herein, all pursuant to the procedures set forth in the Statement, the Offering Memorandum and herein.
Appointment and Obligations of the Remarketing Agent. (a) Subject to Section 4 of this Agreement, the Administrator hereby appoints Credit Suisse, and Credit Suisse hereby accepts such appointment, as Remarketing Agent who, together with Merrill, will serve as the exclusive Remarketing Agents for the purpose of:
(i) determining for each Reset Period the applicable Spread above or below the applicable index (if the Notes will be in a floating rate mode during the next Reset Period) or determining the fixed rate of interest (if the Notes will be in a fixed rate mode during the next Reset Period), as applicable (in each case, as specified in the applicable Supplemental Remarketing Agency Agreement, as defined below), at a rate that, in the reasonable opinion of the Remarketing Agents, will enable them to remarket tendered Notes (whether mandatory or voluntary) at 100% of the principal amount thereof and on the terms of the Notes determined as set forth in Section 4(c) of the Reset Rate Note Procedures;
(ii) entering into a remarketing agency agreement on the related Remarketing Terms Determination Date with the Trust and the Administrator, substantially in the form attached to this Agreement as Appendix B (a “Remarketing Agency Agreement”), and a supplemental remarketing agency agreement on the related Spread Determination Date with the Trust and the Administrator, substantially in the form attached to this Agreement as Appendix C (a “Supplemental Remarketing Agency Agreement”), pursuant to which the Remarketing Agents will attempt, on a reasonable efforts basis, to remarket the Notes tendered by the beneficial owners thereof (the “Beneficial Owners”) (each such attempted and/or completed remarketing being hereinafter referred to as a “Remarketing”);
(iii) if applicable, assisting the Administrator with the selection of the Eligible Swap Counterparty or Counterparties with which the trust will enter into Swap Agreements on the related Reset Date;
(iv) preparing a written notice to the applicable clearing agencies, the Luxembourg Stock Exchange (if the Notes are then listed on such exchange) and any other relevant parties setting forth the applicable Spread or fixed rate of interest, as the case may be, any applicable currency exchange rate and any other required reset terms;
(v) delivering the related Hold Notices, the Listing Particulars Addendum (as defined below) and any other notices as provided under the Reset Rate Note Procedures; and
(vi) performing such other duties as are assigned to the Remarketing Age...
Appointment and Obligations of the Remarketing Agent. The Company and the Trust (the "Issuers") hereby appoint ______________ as exclusive Remarketing Agent and Reset Agent, and ________________ hereby accepts appointment as Remarketing Agent, for the purpose of (i) Remarketing Remarketed Capital Securities on behalf of the holders thereof and (ii) performing such other duties as are assigned to the Remarketing Agent and Reset Agent in the Remarketing Procedures and the Declaration, all in accordance with the pursuant to the Remarketing Procedures and the Declaration.
Appointment and Obligations of the Remarketing Agent. (a) The Company hereby appoints Morg▇▇ ▇▇▇n▇▇▇ ▇▇ exclusive remarketing agent (the "Remarketing Agent"), and Morg▇▇ ▇▇▇n▇▇▇ ▇▇▇eby accepts appointment:
(i) as Remarketing Agent,
(ii) as the Reset Agent to determine in consultation with the Company, in the manner provided for herein and in the Trust Agreement with respect to the Trust Preferred Securities:
3 (1) the Reset Rate that, in the opinion of the Reset Agent, will, when applied to the Trust Preferred Securities, enable the Applicable Amount of the Trust Preferred Securities to have an approximate aggregate market value of 100.25% of the Treasury Portfolio Purchase Price as of the Initial Remarketing Date, and
Appointment and Obligations of the Remarketing Agent. (a) The Company hereby appoints as exclusive Remarketing Agent and Reset Agent, and hereby accepts such appointment, for the purpose of (i) Remarketing Remarketed Debentures on behalf of the holders thereof and (ii) performing such other duties as are assigned to the Remarketing Agent and Reset Agent in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing Procedures.
(b) The Remarketing Agent agrees (i) to use its commercially reasonable best efforts to remarket the Remarketed Debentures tendered or deemed tendered to the Remarketing Agent in the Remarketing, (ii) to notify the Company, the Depositary and the Indenture Trustee promptly of the Reset Rate and (iii) to establish the Reset Rate and carry out such other duties as are assigned to the Remarketing Agent and Reset Agent in the Remarketing Procedures, all in accordance with the provisions of the Remarketing Procedures.
(c) On the Remarketing Date, the Remarketing Agent shall use its reasonable best efforts to remarket, at a price equal to 100.5% of the Remarketing Value, the Remarketed Preferred Securities tendered or deemed tendered for purchase.