Failed Remarketing Sample Clauses
The Failed Remarketing clause defines the procedures and consequences that apply if an attempt to resell or refinance securities, typically after a mandatory tender or put option, is unsuccessful. In practice, this clause outlines what happens if the securities cannot be remarketed to new investors, such as requiring the issuer to repurchase the securities or triggering an alternative repayment mechanism. Its core function is to ensure that investors are protected and that there is a clear process in place if the remarketing process fails, thereby reducing uncertainty and managing risk for all parties involved.
Failed Remarketing. Notes not successfully remarketed will be subject to Special Mandatory Purchase by the Company (a "Special Mandatory Purchase"). The obligation of the Company to effect a Special Mandatory Purchase of the Notes (the "Special Mandatory Purchase Right") can be satisfied either directly by the Company or through a Liquidity Provider. By 12:00 o'clock noon, New York City time, on any Interest Rate Adjustment Date, the applicable Remarketing Agent will notify the Liquidity Provider, if any, the Trustee and the Company by telephone or facsimile, confirmed in writing, of the principal amount of Notes that such Remarketing Agent and the applicable Standby Remarketing Agent, if any, were unable to remarket on such date. In the event that the Company has entered into a Standby Note Purchase Agreement which is in effect on such date, such notice will constitute a demand for the benefit of the Company to the Liquidity Provider to purchase such unremarketed Notes at a price equal to the outstanding principal amount thereof pursuant to the terms of such Standby Note Purchase Agreement. If a Standby Note Purchase Agreement is not in effect on such date, or if the Liquidity Provider fails to advance funds under the Standby Note Purchase Agreement, the Company hereby agrees to purchase such unremarketed Notes. In each case the Company will pay all accrued and unpaid interest, if any, on unremarketed Notes to such Interest Rate Adjustment Date. Payment of the principal amount of unremarketed Notes by the Company or the Liquidity Provider, as the case may be, and payment of accrued and unpaid interest, if any, by the Company, shall be made by deposit of same-day funds with the Trustee (or such other account meeting the requirements of DTC's procedures as in effect from time to time) irrevocably in trust for the benefit of the Beneficial Owners of Notes subject to Special Mandatory Purchase by 3:00 p.m., New York City time, on such Interest Rate Adjustment Date.
Failed Remarketing. If, by 4:00 p.m., New York City time, on any Remarketing Date, the Remarketing Agent is unable to remarket all of the Remarketed Senior Notes at the Remarketing Price pursuant to the terms and conditions hereof and of the Remarketing Agreement, a Failed Remarketing shall be deemed to have occurred.
Failed Remarketing. (a) If, by 4:00 p.m. (New York City time) on any Remarketing Date, the Remarketing Agent is unable to remarket all of the Remarketed Senior Notes at the Remarketing Price or the Final Remarketing Price, as the case may be, pursuant to the terms and conditions hereof, a Failed Remarketing shall be deemed to have occurred, and the Remarketing Agent shall so advise by telephone the Depositary, the Purchase Contract Agent and the Company. Whether or not there has been a Failed Remarketing will be determined in the sole reasonable discretion of the Remarketing Agent. Promptly following any Failed Remarketing, the Remarketing Agent shall return Separate Senior Notes submitted for remarketing, if any, to the Custodial Agent for distribution to the appropriate Holders.
(b) The Company shall cause a notice of such Failed Remarketing to be published in a daily newspaper in the English language of general circulation in the City of New York, which is expected to be The Watt Street Journal.
Failed Remarketing. (a) With respect to each Reset Date for which the holder of the Call Option does not deliver the Call Option Notice, a Failed Remarketing will be declared by the Remarketing Agents and the provisions of this Section 6 will apply if any of the conditions set forth in the definition of “Failed Remarketing” are applicable. In order to prevent the declaration of a Failed Remarketing, the Remarketing Agents will have the option, but not the obligation, to purchase any Reset Rate Notes tendered that they are not otherwise able to remarket or with respect to which a committed purchaser defaults on their purchase obligations.
Failed Remarketing. The Remarketing Agent shall give notice of any Failed Remarketing on the date such Failed Remarketing occurs, or is deemed to occur, by 4:00 p.m., New York City time, on the date of such Failed Remarketing, to the Company, the Trustee and the Paying Agent.
Failed Remarketing. (a) If, by 4:00 p.m. (New York City time) on any Remarketing Date, the Remarketing Agent is unable to remarket all of the Remarketed Notes at the Remarketing Price or the Final Remarketing Price, as the case may be, pursuant to the terms and conditions of the Remarketing Agreement, a Failed Remarketing shall be deemed to have occurred, and the Remarketing Agent shall advise, by telephone, the Depositary, the Purchase Contract Agent and the Company, and return the Remarketed Notes to the Collateral Agent or the Custodial Agent, as the case may be.
(b) The Company shall cause a notice of such Failed Remarketing to be published in a daily newspaper in the English language of general circulation in The City of New York, which is expected to be The Wall Street Journal.
Failed Remarketing. (a) If, by 4:00 p.m. (New York City time) on any Remarketing Date, the Remarketing Agent is unable to remarket all of the Remarketed Senior Notes at the Remarketing Price or the Final Remarketing Price, as the case may be, pursuant to the terms and conditions hereof and the Remarketing Agreement or any such Remarketing is not settled in accordance with the terms of the Remarketing Agreement for any reason, a Failed Remarketing shall be deemed to have occurred, and the Remarketing Agent shall advise, by telephone the Depositary, the Purchase Contract Agent and the Company, and return the Remarketed Senior Notes to the Collateral Agent or the Custodial Agent, as the case may be.
(b) The Company shall cause a notice of such Failed Remarketing to be published in a daily newspaper in the English language of general circulation in The City of New York, which is expected to be The Wall Street Journal.
Failed Remarketing. (a) If, by 4:00 p.m., New York City time, on the last Remarketing Date of any Three-Business Day Remarketing Period, the Remarketing Agent is unable to remarket all of the Remarketed Notes at the Minimum Price, pursuant to the terms and conditions hereof, a Failed Remarketing shall be deemed to have occurred, and the Remarketing Agent shall so advise, by telephone the Depository, the Purchase Contract Agent and the Company. Promptly following any Failed Remarketing, the Remarketing Agent shall return, no later than the Business Day immediately following the end of such Three-Business Day Remarketing Period, the Separate Notes submitted for Remarketing, if any, to the Custodial Agent for distribution to the appropriate Holders pursuant to the terms of the Purchase Contract and Pledge Agreement.
(b) The Company shall cause a notice of such Failed Remarketing to be published through any appropriate news agency, including Dow ▇▇▇▇▇ & Company, Inc. and Bloomberg Business News no later than 9:00 a.m., New York City time, on the Business Day following the last Remarketing Date of such Three-Business Day Remarketing Period (which notice, if the unsuccessful Remarketing attempt shall occur during the Final Three-Business Day Remarketing Period, shall include the procedures that must be followed if a Holder of Notes wishes to exercise its Put Right, as hereinafter defined).
Failed Remarketing. (a) With respect to each Reset Date for which the holder of the Call Option does not deliver the Call Option Notice, a Failed Remarketing will be declared by the Remarketing Agents and the provisions of this Section 6 will apply if any of the conditions set forth in the definition of "Failed Remarketing" are applicable. In order to prevent the declaration of a Failed Remarketing, the Remarketing Agents will have the option, but not the obligation, to purchase any Reset Rate Notes tendered that they are not otherwise able to remarket or with respect to which a committed purchaser defaults on their purchase obligations.
(b) At any time a Failed Remarketing is declared: (i) all Reset Rate Notes will be retained by the Reset Rate Noteholders on the related Reset Date, regardless of any deemed mandatory or voluntary tenders made to the Remarketing Agents, (ii) the Failed Remarketing Rate for Reset Rate Notes will apply for the related Reset Period and (iii) a Reset Period of three months will be established. In addition, if the Reset Rates Notes are in Foreign Exchange Mode at the time a Failed Remarketing is declared, the provisions of Sections 10(a)(i) and (ii) shall also apply.
(c) If there is a Failed Remarketing of the Reset Rate Notes, the Reset Rate Noteholders shall not be entitled to exercise any remedies as a result of the failure of the Reset Rate Notes to be remarketed on the Reset Date.
Failed Remarketing. (a) If at any time a Failed Remarketing is declared on the related Spread Determination Date, (i) all applicable Reset Rate Notes will be deemed to have been held by the applicable Noteholders on the related Reset Date, regardless of any deemed tenders made to Remarketing Agents, (ii) the Failed Remarketing Rate for such class of Reset Rate Notes will apply and (iii) a Reset Period of three months will be established.