Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of such minimum amount provided for by the terms of the Securities of any series is herein referred to as an “optional sinking fund payment”. The date on which a sinking fund payment is to be made is herein referred to as the “sinking fund payment date”. In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the Company may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except through a mandatory sinking fund payment) by the Company or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the Company and delivered to the Trustee for cancellation pursuant to Section 2.11, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the Company at the option of the Company pursuant to the terms of such Securities or through any optional sinking fund payment. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. On or before the sixtieth day next preceding each sinking fund payment date for any series, or such shorter period as shall be acceptable to the Trustee, the Company will deliver to the Trustee an Officers’ Certificate (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of specified Securities of such series and the basis for such credit, (b) stating that none of the specified Securities of such series has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing and (d) stating whether or not the Company intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the Company intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the Company to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section 2.11 to the Trustee with such Officers’ Certificate (or reasonably promptly thereafter if acceptable to the Trustee). Such Officers’ Certificate shall be irrevocable and upon its receipt by the Trustee the Company shall become unconditionally obligated to make all the cash payments or delivery of Securities therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the Company, on or before any such sixtieth day, to deliver such Officer’s Certificate and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the Company (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (ii) that the Company will make no optional sinking fund payment with respect to such series as provided in this Section. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or a lesser sum if the Company shall so request with respect to the Securities of any series), such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption price thereof together with accrued interest thereon to the date fixed for redemption. If such amount shall be $50,000 (or such lesser sum) or less and the Company makes no such request then it shall be carried over until a sum in excess of $50,000 (or such lesser sum) is available. The Trustee shall select, in the manner provided in Section 3.02, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the Company) inform the Company of the serial numbers of the Securities of such series (or portions thereof) so selected. Securities shall be excluded from eligibility for redemption under this Section if they are identified by registration and certificate number in an Officers’ Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) the Company or (b) an entity specifically identified in such Officers’ Certificate as directly or indirectly controlling or controlled by or under direct or indirect common control with the Company. The Trustee, in the name and at the expense of the Company (or the Company, if it shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section 3.02 (and with the effect provided in Section 3.03) for the redemption of Securities of such series in part at the option of the Company. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the Principal of, and interest on, the Securities of such series at maturity. On or before 10:00 a.m. New York City time on each sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to the sinking fund payment date, the Company shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or mail any notice of redemption of Securities of such series by operation of the sinking fund during the continuance of a Default in payment of interest on such Securities or of any Event of Default except that, where the mailing of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the Company a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such Default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such Default or Event of Default, be deemed to have been collected under Article 6 and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section 6.04 or the Default cured on or before the sixtieth day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.

Appears in 17 contracts

Samples: Senior Indenture (Synovus Financial Corp), Senior Indenture (Ruby Tuesday Inc), Verisk Analytics, Inc.

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of the Securities of any series is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of such minimum amount provided for by the terms of ~~the~~ Securities of any series is herein referred to as an “optional sinking fund payment”. The date on which a sinking fund payment is to be made is herein referred to as the “sinking fund payment date”. In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the ~~Company~~ Issuer may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except ~~through a~~ upon redemption pursuant to the mandatory sinking ~~fund payment~~fund) by the ~~Company~~ Issuer or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the ~~Company~~ Issuer and delivered to the Trustee for cancellation pursuant to Section ~~2.11~~2.10, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the ~~Company at the option of the Company pursuant to~~ Issuer through any optional redemption provision contained in the terms of such ~~Securities or through any optional sinking fund payment~~series. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. On or before the ~~sixtieth~~ 60th day next preceding each sinking fund payment date for any series, ~~or such shorter period as shall be acceptable to~~ the ~~Trustee, the Company~~ Issuer will deliver to the Trustee a written statement (which need not contain the statements required by Section 10.05) signed by an ~~Officers’ Certificate~~ authorized officer of the Issuer (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of ~~specified~~ Securities of such ~~series and the basis for such credit~~series, (b) stating that none of the ~~specified~~ Securities of such series has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing and (d) stating whether or not the ~~Company~~ Issuer intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the ~~Company~~ Issuer intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the ~~Company~~ Issuer to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section ~~2.11~~ 2.10 to the Trustee with such ~~Officers’ Certificate~~ written statement (or reasonably promptly thereafter if acceptable to the Trustee). Such ~~Officers’ Certificate~~ written statement shall be irrevocable and upon its receipt by the Trustee the ~~Company~~ Issuer shall become unconditionally obligated to make all the cash payments or ~~delivery of Securities~~ payments therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the ~~Company~~Issuer, on or before any such ~~sixtieth~~ 60th day, to deliver such ~~Officer’s Certificate~~ written statement and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the ~~Company~~ Issuer (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (ii) that the ~~Company~~ Issuer will make no optional sinking fund payment with respect to such series as provided in this Section. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or a lesser sum if the ~~Company~~ Issuer shall so request in writing to the Trustee specifying such lesser amount) with respect to the Securities of any particular series), such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption price ~~thereof~~ together with accrued interest ~~thereon~~ to the date fixed for redemption. If such amount shall be $50,000 ~~(or such lesser sum)~~ or less and the ~~Company~~ Issuer makes no such request then it shall be carried over until a sum in excess of $50,000 ~~(or such lesser sum)~~ is available. The Trustee shall select, in the manner provided in Section ~~3.02~~11.02, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the ~~Company~~Issuer) inform the ~~Company~~ Issuer of the serial numbers of the Securities of such series (or portions thereof) so selected. Securities ~~shall be excluded from eligibility for redemption under this Section if they~~ of any series which are identified by registration and certificate number in an Officers’ Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) owned by the ~~Company~~ Issuer or ~~(b)~~ an entity ~~specifically identified in such Officers’ Certificate as~~ known by a Responsible Officer of the Trustee to be directly or indirectly controlling or controlled by or under direct or indirect common control with the ~~Company~~Issuer, as shown by the Security register, and not known to a Responsible Officer of the Trustee to have been pledged or hypothecated by the Issuer or any such entity or (b) identified in an Officers’ Certificate at least 60 days prior to the sinking fund payment date as being beneficially owned by, and not pledged or hypothecated by, the Issuer or an entity directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer shall be excluded from Securities of such series eligible for selection for redemption. The Trustee, in the name and at the expense of the ~~Company~~ Issuer (or the ~~Company~~Issuer, if it shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section ~~3.02~~ 11.02 (and with the effect provided in Section ~~3.03~~11.03) for the redemption of Securities of such series in part at the option of the ~~Company~~Issuer. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be ~~added~~ applied to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the ~~Principal~~ principal of, and interest on, the Securities of such series at maturity. On or before ~~10:00 a.m. New York City time on each sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on~~ the Business Day prior to ~~the~~ each sinking fund payment date, the ~~Company~~ Issuer shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or ~~mail~~ give any notice of redemption of Securities of for such series by operation of the sinking fund during the continuance of a ~~Default~~ default in payment of interest on such Securities or of any Event of Default except that, where the mailing of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the ~~Company~~ Issuer a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such ~~Default~~ default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such ~~Default~~ default or Event of Default, be deemed to have been collected under Article 6 4 and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section ~~6.04~~ 4.10 or the ~~Default~~ default cured on or before the ~~sixtieth~~ 60th day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.

Appears in 11 contracts

Samples: Indenture (Teva Pharmaceutical Industries LTD), Teva Pharmaceutical Finance Co B.V., Teva Pharmaceutical Finance Vi B.V.

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment”, ,” and any payment in excess of such minimum amount provided for by the terms of the Securities of any series is herein referred to as an “optional sinking fund payment”. .” The date on which a sinking fund payment is to be made is herein referred to as the “sinking fund payment date”. .” In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the Company may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except through a mandatory sinking fund payment) by the Company or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the Company and delivered to the Trustee for cancellation pursuant to Section 2.11, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the Company at the option of the Company pursuant to the terms of such Securities or through any optional sinking fund payment. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. On or before the sixtieth day next preceding each sinking fund payment date for any series, or such shorter period as shall be acceptable to the Trustee, the Company will deliver to the Trustee an Officers’ Certificate (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of specified Securities of such series and the basis for such credit, (b) stating that none of the specified Securities of such series has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing and (d) stating whether or not the Company intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the Company intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the Company to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section 2.11 to the Trustee with such Officers’ Certificate (or reasonably promptly thereafter if acceptable to the Trustee). Such Officers’ Certificate shall be irrevocable and upon its receipt by the Trustee the Company shall become unconditionally obligated to make all the cash payments or delivery of Securities therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the Company, on or before any such sixtieth day, to deliver such Officer’s Certificate and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the Company (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (ii) that the Company will make no optional sinking fund payment with respect to such series as provided in this Section. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or a lesser sum if the Company shall so request with respect to the Securities of any series), such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption price thereof together with accrued interest thereon to the date fixed for redemption. If such amount shall be $50,000 (or such lesser sum) or less and the Company makes no such request then it shall be carried over until a sum in excess of $50,000 (or such lesser sum) is available. The Trustee shall select, in the manner provided in Section 3.02, for redemption on such sinking fund payment date a sufficient ~~principal~~ Principal amount of Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the Company) inform the Company of the serial numbers of the Securities of such series (or portions thereof) so selected. Securities shall be excluded from eligibility for redemption under this Section if they are identified by registration and certificate number in an Officers’ Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned of record ~~and~~ or beneficially by, and not pledged or hypothecated by either (a) the Company or (b) an ~~entity specifically identified in such Officers’ Certificate as directly or indirectly controlling or controlled by or under direct or indirect common control with~~ Affiliate of the Company. The Trustee, in the name and at the expense of the Company (or the Company, if it shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section 3.02 (and with the effect provided in Section 3.03) for the redemption of Securities of such series in part at the option of the Company. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the Principal of, and interest on, the Securities of such series at maturity. On or before 10:00 a.m. New York City time on ~~each sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on~~ the Business Day prior to the sinking fund payment date, the Company shall pay to the Trustee in cash or by credit of Securities or shall otherwise provide for the payment of all Principal and interest accrued to the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or mail any notice of redemption of Securities of such series by operation of the sinking fund during the continuance of a Default in payment of interest on such Securities or of any Event of Default except that, where the mailing of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the Company a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such Default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such Default or Event of Default, be deemed to have been collected under Article 6 and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section 6.04 or the Default cured on or before the sixtieth day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.

Appears in 6 contracts

Samples: Uil Holdings Corp, Uil Holdings Corp, Uil Holdings Corp

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of such minimum amount provided for by the terms of the Securities of any series is herein referred to as an “optional sinking fund payment”. The date on which a sinking fund payment is to be made is herein referred to as the “sinking fund payment date”. In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the Company may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except through a mandatory sinking fund payment) by the Company or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the Company and delivered to the Trustee for cancellation pursuant to ~~Section~~ ‎Section 2.11, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the Company at the option of the Company pursuant to the terms of such Securities or through any optional sinking fund payment. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. On or before the sixtieth day next preceding each sinking fund payment date for any series, or such shorter period as shall be acceptable to the Trustee, the Company will deliver to the Trustee an Officers’ Certificate (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of specified Securities of such series and the basis for such credit, (b) stating that none of the specified Securities of such series has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing and (d) stating whether or not the Company intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the Company intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the Company to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to ~~Section~~ ‎Section 2.11 to the Trustee with such Officers’ Certificate (or reasonably promptly thereafter if acceptable to the Trustee). Such Officers’ Certificate shall be irrevocable and upon its receipt by the Trustee the Company shall become unconditionally obligated to make all the cash payments or delivery of Securities therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the Company, on or before any such sixtieth day, to deliver such Officer’s Certificate and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the Company (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (ii) that the Company will make no optional sinking fund payment with respect to such series as provided in this Section. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or a lesser sum if the Company shall so request with respect to the Securities of any series), such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption price thereof together with accrued interest thereon to the date fixed for redemption. If such amount shall be $50,000 (or such lesser sum) or less and the Company makes no such request then it shall be carried over until a sum in excess of $50,000 (or such lesser sum) is available. The Trustee shall select, in the manner provided in ~~Section~~ ‎Section 3.02, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the Company) inform the Company of the serial numbers of the Securities of such series (or portions thereof) so selected. Securities shall be excluded from eligibility for redemption under this Section if they are identified by registration and certificate number in an Officers’ Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) the Company or (b) an entity specifically identified in such Officers’ Certificate as directly or indirectly controlling or controlled by or under direct or indirect common control with the Company. The Trustee, in the name and at the expense of the Company (or the Company, if it shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in ~~Section~~ ‎Section 3.02 (and with the effect provided in ~~Section~~ ‎Section 3.03) for the redemption of Securities of such series in part at the option of the Company. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the Principal of, and interest on, the Securities of such series at maturity. On or before 10:00 a.m. New York City time on each sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to the sinking fund payment date, the Company shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or mail any notice of redemption of Securities of such series by operation of the sinking fund during the continuance of a Default in payment of interest on such Securities or of any Event of Default except that, where the mailing of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the Company a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such Default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such Default or Event of Default, be deemed to have been collected under ~~Article~~ ‎Article 6 and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in ~~Section~~ ‎Section 6.04 or the Default cured on or before the sixtieth day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.

Appears in 6 contracts

Samples: Senior Indenture (Charles River Laboratories International Inc), Senior Indenture (Charles River Laboratories International Inc), Senior Indenture (Mobileye Global Inc.)

Appears in 6 contracts

Samples: Indenture (Aes Trust V), Indenture (Aes Corporation), Aes Corporation

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of such minimum amount provided for by the terms of the Securities of any series is herein referred to as an “optional sinking fund payment”. The date on which a sinking fund payment is to be made is herein referred to as the “sinking fund payment date”. In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the Company may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except through a mandatory sinking fund payment) by the Company or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the Company and delivered to the Trustee for cancellation pursuant to Section 2.11, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the Company at the option of the Company pursuant to the terms of such Securities or through any optional sinking fund payment. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. On or before the ~~sixtieth~~ thirtieth day next preceding each sinking fund payment date for any series, or such shorter period as shall be acceptable to the Trustee, the Company will deliver to the Trustee an Officers’ Certificate (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of specified Securities of such series and the basis for such credit, (b) stating that none of the specified Securities of such series has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing and (d) stating whether or not the Company intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the Company intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the Company to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section 2.11 to the Trustee with such Officers’ Certificate (or reasonably promptly thereafter if acceptable to the Trustee). Such Officers’ Certificate shall be ~~irrevocable~~ irrevocable, and upon its receipt by the ~~Trustee~~ Trustee, the Company shall become unconditionally obligated to make all the cash payments or delivery of Securities therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the Company, on or before any such ~~sixtieth~~ thirtieth day, to deliver such Officer’s Certificate and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the Company (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (ii) that the Company will make no optional sinking fund payment with respect to such series as provided in this Section. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or a lesser sum if the Company shall so request with respect to the Securities of any series), such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption price thereof together with accrued interest thereon to the date fixed for redemption. If such amount shall be $50,000 (or such lesser sum) or less and the Company makes no such request then it shall be carried over until a sum in excess of $50,000 (or such lesser sum) is available. The Trustee shall select, in the manner provided in Section ~~3.02~~3.2, for redemption on such sinking fund payment date a sufficient ~~principal~~ Principal amount of Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the Company) inform the Company of the serial numbers of the Securities of such series (or portions thereof) so selected. Securities shall be excluded from eligibility for redemption under this Section if they are identified by registration and certificate number in an Officers’ Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) the Company or (b) an entity specifically identified in such Officers’ Certificate as directly or indirectly controlling or controlled by or under direct or indirect common control with the Company. The Trustee, in the name and at the expense of the Company (or the Company, if it shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section ~~3.02~~ 3.2 (and with the effect provided in Section ~~3.03~~3.3) for the redemption of Securities of such series in part at the option of the Company. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the Principal of, premium, if any, and interest on, the Securities of such series at maturity. On or before 10:00 a.m. New York City time on each sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to the sinking fund payment date, the Company shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or mail any notice of redemption of Securities of such series by operation of the sinking fund during the continuance of a Default in payment of interest on such Securities or of any Event of Default except that, where the mailing of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the Company a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such Default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such Default or Event of Default, be deemed to have been collected under Article 6 7 and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section ~~6.04~~ 7.4 or the Default cured on or before the ~~sixtieth~~ thirtieth day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.

Appears in 6 contracts

Samples: Senior Indenture (AtriCure, Inc.), Senior Indenture (MULTI COLOR Corp), Lsi Industries Inc

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of such minimum amount provided for by the terms of the Securities of any series is herein referred to as an “optional sinking fund payment”. The date on which a sinking fund payment is to be made is herein referred to as the “sinking fund payment date”. In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the Company may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except through a mandatory sinking fund payment) by the Company or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the Company and delivered to the Trustee for cancellation pursuant to Section 2.11, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the Company at the option of the Company pursuant to the terms of such Securities or through any optional sinking fund payment. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. On or before the ~~sixtieth~~ thirtieth day next preceding each sinking fund payment date for any series, or such shorter period as shall be acceptable to the Trustee, the Company will deliver to the Trustee an Officers’ Certificate (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of specified Securities of such series and the basis for such credit, (b) stating that none of the specified Securities of such series has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing and (d) stating whether or not the Company intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the Company intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the Company to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section 2.11 to the Trustee with such Officers’ Certificate (or reasonably promptly thereafter if acceptable to the Trustee). Such Officers’ Certificate shall be irrevocable ~~and~~ and, upon its receipt by the ~~Trustee~~ Trustee, the Company shall become unconditionally obligated to make all the cash payments or delivery of Securities therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the Company, on or before any such ~~sixtieth~~ thirtieth day, to deliver such Officer’s Certificate and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the Company (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (ii) that the Company will make no optional sinking fund payment with respect to such series as provided in this Section. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or a lesser sum if the Company shall so request with respect to the Securities of any series), such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption price thereof together with accrued interest thereon to the date fixed for redemption. If such amount shall be $50,000 (or such lesser sum) or less and the Company makes no such request then it shall be carried over until a sum in excess of $50,000 (or such lesser sum) is available. The Trustee shall select, in the manner provided in Section ~~3.02~~3.2, for redemption on such sinking fund payment date a sufficient ~~principal~~ Principal amount of Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the Company) inform the Company of the serial numbers of the Securities of such series (or portions thereof) so selected. Securities shall be excluded from eligibility for redemption under this Section if they are identified by registration and certificate number in an Officers’ Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) the Company or (b) an entity specifically identified in such Officers’ Certificate as directly or indirectly controlling or controlled by or under direct or indirect common control with the Company. The Trustee, in the name and at the expense of the Company (or the Company, if it shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section ~~3.02~~ 3.2 (and with the effect provided in Section ~~3.03~~3.3) for the redemption of Securities of such series in part at the option of the Company. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the Principal of, premium, if any, and interest on, the Securities of such series at maturity. On or before 10:00 a.m. New York City time on each sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to the sinking fund payment date, the Company shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or mail any notice of redemption of Securities of such series by operation of the sinking fund during the continuance of a Default in payment of interest on such Securities or of any Event of Default except that, where the mailing of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the Company a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such Default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such Default or Event of Default, be deemed to have been collected under Article 6 7 and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section ~~6.04~~ 7.4 or the Default cured on or before the ~~sixtieth~~ thirtieth day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.

Appears in 6 contracts

Samples: Subordinated Indenture (MULTI COLOR Corp), Subordinated Indenture (AtriCure, Inc.), Infinity Capital Trust I

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of the Securities of any series is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of such minimum amount provided for by the terms of the Securities of any series is herein referred to as an “optional sinking fund payment”. The date on which a sinking fund payment is to be made is herein referred to as the “sinking fund payment date”. In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the Company may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except ~~through a~~ upon redemption pursuant to the mandatory sinking ~~fund payment~~fund) by the Company or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the Company and delivered to the Trustee for cancellation pursuant to Section ~~2.11~~2.11 and, if applicable, receive credit for Securities (not previously so credited) converted into Common Stock and so delivered to the Trustee for cancellation, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the Company ~~at the option of the Company pursuant to~~ through any optional redemption provision contained in the terms of such ~~Securities or through any optional sinking fund payment~~series. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. On or before the ~~sixtieth~~ 60th day next preceding each sinking fund payment date for any series, ~~or such shorter period as shall be acceptable to the Trustee,~~ the Company will deliver to the Trustee an ~~Officers’~~ Officer’s Certificate (which need not contain the statements required by Section 11.05) (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of ~~specified~~ Securities of such series and the basis for such credit, (b) stating that none of the ~~specified~~ Securities of such series has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing and (d) stating whether or not the Company intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the Company intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the Company to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section 2.11 to the Trustee with such ~~Officers’~~ Officer’s Certificate (or reasonably promptly thereafter if acceptable to the Trustee). Such ~~Officers’~~ Officer’s Certificate shall be irrevocable and upon its receipt by the Trustee the Company shall become unconditionally obligated to make all the cash payments or ~~delivery of Securities~~ payments therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the Company, on or before any such ~~sixtieth~~ 60th day, to deliver such Officer’s Certificate and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the Company ~~(i)~~ that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect ~~thereof and (ii) that the Company will make no optional sinking fund payment with respect to such series as provided in this Section~~thereof. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or the equivalent thereof in any Foreign Currency or a lesser sum in Dollars or in any Foreign Currency if the Company shall so ~~request~~ request) with respect to the Securities of any particular series), such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption price ~~thereof~~ together with accrued interest ~~thereon~~ to the date fixed for redemption. If such amount shall be $50,000 (or ~~such lesser sum~~the equivalent thereof in any Foreign Currency) or less and the Company makes no such request then it shall be carried over until a sum in excess of $50,000 (or ~~such lesser sum~~the equivalent thereof in any Foreign Currency) is available. The Trustee shall select, in the manner provided in Section ~~3.02~~12.02, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the Company) inform the Company of the serial numbers of the Securities of such series (or portions thereof) so selected. Securities shall be excluded from eligibility for redemption under this Section if they are identified by registration and certificate number in an Officers’ Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) the Company or (b) an entity specifically identified in such Officers’ Certificate as directly or indirectly controlling or controlled by or under direct or indirect common control with the Company. The Trustee, in the name and at the expense of the Company (or the Company, if it shall so request the Trustee in writing) ), shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section ~~3.02~~ 12.02 (and with the effect provided in Section ~~3.03~~12.03) for the redemption of Securities of such series in part at the option of the Company. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such ~~series~~ series, shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the ~~Principal~~ principal of, and interest on, the Securities of such series at maturity. On The Company’s obligation to make a mandatory or ~~before 10:00 a.m. New York City time~~ optional sinking fund payment shall automatically be reduced by an amount equal to the sinking fund redemption price allocable to any Securities or portions thereof called for redemption pursuant to the preceding paragraph on ~~each~~ any sinking fund payment date orand converted into Common Stock; provided that, in if the ~~case of Unregistered~~ Trustee is not the conversion agent for the Securities, ~~10:00 a.m. New York City time on~~ the ~~Business Day~~ Company or such conversion agent shall give the Trustee written notice prior to the date fixed for redemption of the principal amount of Securities or portions thereof so converted. On or before each sinking fund payment date, the Company shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or ~~mail~~ give any notice of redemption of Securities of for such series by operation of the sinking fund during the continuance of a ~~Default~~ default in payment of interest on such Securities or of any Event of Default except that, where the mailing of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the Company a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such ~~Default~~ default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such ~~Default~~ default or Event of Default, be deemed to have been collected under Article 6 5 and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section ~~6.04~~ 5.10, or the ~~Default~~ default cured on or before the ~~sixtieth~~ 60th day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.

Appears in 5 contracts

Samples: Indenture (Discovery Communications, LLC), Indenture (Discovery Communications, LLC), Indenture (Discovery Communications, LLC)

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of such minimum amount provided for by the terms of the Securities of any series is herein referred to as an “optional sinking fund payment”. The date on which a sinking fund payment is to be made is herein referred to as the “sinking fund payment date”. In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the Company may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except through a mandatory sinking fund payment) by the Company or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the Company and delivered to the Trustee for cancellation pursuant to Section 2.11, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the Company at the option of the Company pursuant to the terms of such Securities or through any optional sinking fund payment. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. On or before the sixtieth day next preceding each sinking fund payment date for any series, or such shorter period as shall be acceptable to the Trustee, the Company will deliver to the Trustee an ~~Officers’~~ Officer’s Certificate (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of specified Securities of such series and the basis for such credit, (b) stating that none of the specified Securities of such series has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing and (d) stating whether or not the Company intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the Company intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the Company to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section 2.11 to the Trustee with such ~~Officers’~~ Officer’s Certificate (or reasonably promptly thereafter if acceptable to the Trustee). Such ~~Officers’~~ Officer’s Certificate shall be irrevocable and upon its receipt by the Trustee the Company shall become unconditionally obligated to make all the cash payments or delivery of Securities therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the Company, on or before any such sixtieth day, to deliver such Officer’s Certificate and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the Company (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (ii) that the Company will make no optional sinking fund payment with respect to such series as provided in this Section. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or a lesser sum if the Company shall so request with respect to the Securities of any series), such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption price thereof together with accrued interest thereon to the date fixed for redemption. If such amount shall be $50,000 (or such lesser sum) or less and the Company makes no such request then it shall be carried over until a sum in excess of $50,000 (or such lesser sum) is available. The Trustee shall select, in the manner provided in Section 3.02, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the Company) inform the Company of the serial numbers of the Securities of such series (or portions thereof) so selected. Securities shall be excluded from eligibility for redemption under this Section if they are identified by registration and certificate number in an ~~Officers’~~ Officer’s Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) the Company or (b) an entity specifically identified in such ~~Officers’~~ Officer’s Certificate as directly or indirectly controlling or controlled by or under direct or indirect common control with the Company. The Trustee, in the name and at the expense of the Company (or the Company, if it shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section 3.02 (and with the effect provided in Section 3.03) for the redemption of Securities of such series in part at the option of the Company. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the Principal of, and interest on, the Securities of such series at maturity. On or before 10:00 a.m. New York City time on each sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to the sinking fund payment date, the Company shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or mail any notice of redemption of Securities of such series by operation of the sinking fund during the continuance of a Default in payment of interest on such Securities or of any Event of Default except that, where the mailing of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the Company a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such Default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such Default or Event of Default, be deemed to have been collected under Article 6 and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section 6.04 or the Default cured on or before the sixtieth day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.

Appears in 5 contracts

Samples: Viavi Solutions Inc., Roivant Sciences Ltd., Molycorp, Inc.

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “"mandatory sinking fund payment”", and any payment in excess of such minimum amount provided for by the terms of ~~the~~ Securities of any series is herein referred to as an “"optional sinking fund payment”". The date on which a sinking fund payment is to be made is herein referred to as the “"sinking fund payment date”". In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the ~~Company~~ Issuer may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except ~~through a~~ upon redemption pursuant to the mandatory sinking ~~fund payment~~fund) by the ~~Company~~ Issuer or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the ~~Company~~ Issuer and delivered to the Trustee for cancellation pursuant to Section ~~2.11~~2.14, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, (c) receive credit for Securities of such series (not previously so credited) that have been surrendered to the Issuer for conversion, or (cd) receive credit for Securities of such series (not previously so credited) redeemed by the ~~Company at the option of the Company pursuant to~~ Issuer through any optional redemption provision contained in the terms of Securities of such ~~Securities or through any optional sinking fund payment~~series. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities, and the amount of such mandatory sinking fund payment shall be reduced accordingly. On or before the sixtieth day next preceding each sinking fund payment date for any ~~series, or such shorter period as shall be acceptable to the Trustee~~series of Securities, the ~~Company~~ Issuer will deliver to the Trustee a certificate of the Issuer (which need not contain the statements required by the Trust Indenture Act of 1939) signed by an officer of the Issuer who is one of the officers authorized to sign an Officers’ ' Certificate (a) specifying the ~~portion~~ portion, if any, of the mandatory sinking fund payment to be satisfied by payment of cash and the ~~portion~~ portion, if any, to be satisfied by credit of ~~specified~~ Securities of such ~~series and the basis for such credit~~series, (b) stating that none of ~~the specified~~ such Securities ~~of such series~~ has theretofore been so credited, (c) stating that no ~~defaults in the payment of interest or Events~~ Event of Default with respect to such series ~~have~~ has occurred (which ~~have~~ has not been waived or cured) and ~~are~~ is continuing and (d) stating whether or not the ~~Company~~ Issuer intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the ~~Company~~ Issuer intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the ~~Company~~ Issuer to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section ~~2.11~~ 2.14 to the Trustee with such ~~Officers’ Certificate (or reasonably promptly thereafter if acceptable to the Trustee)~~certificate. Such ~~Officers’ Certificate~~ certificate shall be irrevocable and upon its receipt by the Trustee the ~~Company~~ Issuer shall become ~~unconditionally~~ obligated to make all the cash payments or ~~delivery of Securities~~ payments therein referred to, if ~~any~~any (which cash may be deposited with the Trustee or with one or more paying agents or, if the Issuer is acting as its own paying agent, segregated and held in trust as required by the Trust Indenture Act of 1939), on or before the next succeeding sinking fund payment date. Failure of the ~~Company~~Issuer, on or before any such sixtieth day, to deliver such ~~Officer’s Certificate~~ certificate and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the ~~Company~~ Issuer (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (ii) that the ~~Company~~ Issuer will make no optional sinking fund payment with respect to such series as provided in this Section. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed ~~$50,000~~ U.S.$100,000 or, if payments on Securities of such series are to be made in a currency other than Dollars or in units or composites of two or more currencies, the equivalent thereof (based upon the Market Exchange Rate on the sixtieth day preceding the relevant sinking fund payment date or if the Market Exchange Rate is not available for such date, the immediately preceding date for which the Market Exchange Rate is available) in the relevant currency or unit or composite currency (or such other amount as is specified for a particular series of Securities pursuant to Section 2.6), or a lesser sum if the ~~Company~~ Issuer shall so ~~request~~ request, with respect to the Securities of any particular series), such cash shall be applied by the Trustee (or by the Issuer if the Issuer is acting as its own paying agent) on the ~~next succeeding~~ sinking fund payment date on which such payment is made (or, if such payment is made before a sinking fund payment date, on the next sinking fund payment date following the date of such payment) to the redemption of such Securities ~~of such series~~ at the sinking fund redemption price ~~thereof~~ specified in such Securities for operation of the sinking fund together with accrued ~~interest thereon~~ interest, if any, to the date fixed for redemption. If such amount shall be ~~$50,000~~ U.S.$100,000 or, if payments on Securities of such series are to be made in a currency other than Dollars or in units or composites of two more currencies, the equivalent thereof (based upon the Market Exchange Rate on the sixtieth day preceding the relevant sinking fund payment date or if the Market Exchange Rate is not available for such date, the immediately preceding date for which the Market Exchange Rate is available) in the relevant currency or unit or composite currency (or such ~~lesser sum)~~ other amount as is specified for the particular series pursuant to Section 2.6), or less and the ~~Company~~ Issuer makes no such request then it shall be carried over until a sum in excess of ~~$50,000 (~~U.S.$100,000, or ~~such lesser sum)~~ the equivalent thereof in the relevant currency or unit or composite currency, is available. The Trustee shall select, in the manner provided in Section ~~3.02~~10.2, for redemption on such sinking fund payment ~~date a sufficient principal amount of~~ date, Securities of such series with respect to ~~absorb said cash, as nearly as may be,~~ which cash payment of the applicable sinking fund redemption price will be made and shall (if requested in writing by the ~~Company~~Issuer) inform the ~~Company~~ Issuer of the serial numbers or other distinguishing symbols of the Securities of such series (or portions thereof) so selected. ~~Securities~~ If the Trustee shall be ~~excluded from eligibility~~ required to select Securities of any series for ~~redemption under this Section if they are identified by registration~~ the sinking fund and ~~certificate number in an Officers’ Certificate delivered to~~ is not acting as repository of the ~~Trustee~~ Register for such series, at least 60 days prior to the sinking fund payment date ~~as being owned~~ the Issuer shall furnish to the Trustee a current list of ~~record and beneficially by, and not pledged or hypothecated by either~~ all Outstanding Securities of such series. Securities of any series which are (a) owned by the ~~Company~~ Issuer, the Guarantor or ~~(b)~~ an entity ~~specifically identified in such Officers’ Certificate as~~ actually known by the Trustee to be directly or indirectly controlling or controlled by or under direct or indirect common control with the ~~Company~~Issuer or the Guarantor, as shown by the Register, and not known to the Trustee to have been pledged or hypothecated by the Issuer, the Guarantor or any such entity or (b) identified in an Officers' Certificate at least 60 days prior to the sinking fund payment date as being beneficially owned by, and not pledged or hypothecated by, the Issuer, the Guarantor or an entity directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer or the Guarantor, shall be excluded from Securities of such series eligible for selection for redemption. The Trustee, in the name and at the expense of the ~~Company~~ Issuer (or the ~~Company~~Issuer, if it shall so ~~request~~ notify the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section ~~3.02~~ 10.2, except that the notice of redemption shall also state that the Securities are being redeemed by operation of the sinking fund (and with the effect provided in Section ~~3.03~~10.3) for the redemption of Securities of such series which, if applicable, is in part at the option of the ~~Company~~Issuer. The amount of any sinking fund payments not so applied or allocated by the Trustee (or by the Issuer if the Issuer is acting as its own paying agent) to the redemption of Securities of such series shall be added to the next cash sinking fund payment received by the Trustee (or if the Issuer is acting as its own paying agent, segregated and held in trust as required by the Trust Indenture Act of 1939) for such series and, together with such ~~payment~~payment (or such amount so segregated), shall be applied in accordance with the provisions of this ~~Section~~Section 10.5. Any and all sinking fund ~~moneys~~ monies held by the Trustee (or if the Issuer is acting as its own paying agent, segregated and held in trust as required by the Trust Indenture Act of 1939) on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be ~~applied~~applied by the Trustee (or by the Issuer if the Issuer is acting as its own paying agent), together with other ~~moneys~~monies, if necessary, sufficient for the purpose, to the payment of the ~~Principal~~ principal of, and interest on, the Securities of such series at maturity. On or before ~~10:00 a.m. New York City time on~~ each ~~sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to the~~ sinking fund payment date, the ~~Company~~ Issuer shall pay to the Trustee in cash (or if the Issuer is acting as its own paying agent will segregate and hold in trust as required by the Trust Indenture Act of 1939) or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities (or portions thereof) to be redeemed on ~~the next following~~ such sinking fund payment date. ~~The~~ Neither the Issuer nor the Trustee shall ~~not~~ redeem or cause to be redeemed any Securities of a series with sinking fund ~~moneys~~ monies or mail any notice of redemption of Securities of for such series by operation of the sinking fund during the continuance of a ~~Default~~ default in payment of ~~interest~~ interest, if any, on such Securities or of any Event of Default (other than an Event of Default occurring as a consequence of this paragraph, with respect to such Securities) except that, where the mailing of notice of redemption of any Securities shall theretofore have been made, the Trustee (or the Issuer if the Issuer is acting as its own paying agent) shall redeem or cause to be redeemed such Securities, provided that it shall have received from the ~~Company~~ Issuer (or the Issuer shall have segregated) a sum sufficient for such redemption. Except as aforesaid, any ~~moneys~~ monies in the sinking fund for such series at the time when any such ~~Default~~ default or Event of Default shall occur, and any ~~moneys~~ monies thereafter paid into the sinking fund, shall, during the continuance of such ~~Default~~ default or Event of Default, be deemed to have been collected under Article 6 Four and held for the payment of all such Securities. In Notwithstanding anything in the foregoing to the contrary, in case such default or Event of Default shall have been waived as provided in Section ~~6.04~~ 4.9 or the default or Event of Default cured on or before the sixtieth day preceding the sinking fund payment date in any year, such ~~moneys~~ monies shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section 10.5 to the redemption of such Securities.

Appears in 5 contracts

Samples: Newmont (Newmont Mining Corp /De/), Newmont (Newmont Usa LTD), Article Nine Satisfaction And (Newmont Mining Corp /De/)

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of the Securities of any series is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of such minimum amount provided for by the terms of the Securities of any series is herein referred to as an “optional sinking fund payment”. The date on which a sinking fund payment is to be made is herein referred to as the “sinking fund payment date”. In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the ~~Company~~ Issuer may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except ~~through a~~ upon redemption pursuant to the mandatory sinking ~~fund payment~~fund) by the ~~Company~~ Issuer or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the ~~Company~~ Issuer and delivered to the Trustee for cancellation pursuant to Section ~~2.11~~2.10 and, if applicable, receive credit for Securities (not previously so credited) converted into Common Stock and so delivered to the Trustee for cancellation, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the ~~Company at the option of the Company pursuant to~~ Issuer through any optional redemption provision contained in the terms of such ~~Securities or through any optional sinking fund payment~~series. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. On or before the ~~sixtieth~~ 60th day next preceding each sinking fund payment date for any series, ~~or such shorter period as shall be acceptable to~~ the ~~Trustee, the Company~~ Issuer will deliver to the Trustee an ~~Officers’~~ Officer’s Certificate (which need not contain the statements required by Section 11.05) (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of ~~specified~~ Securities of such series and the basis for such credit, (b) stating that none of the ~~specified~~ Securities of such series for which credit will be taken has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing and (d) stating whether or not the ~~Company~~ Issuer intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the ~~Company~~ Issuer intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the ~~Company~~ Issuer to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section ~~2.11~~ 2.10 to the Trustee with such ~~Officers’~~ Officer’s Certificate (or reasonably promptly thereafter if acceptable to the Trustee). Such ~~Officers’~~ Officer’s Certificate shall be irrevocable and upon its receipt by the Trustee the ~~Company~~ Issuer shall become unconditionally obligated to make all the cash payments or ~~delivery of Securities~~ payments therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the ~~Company~~Issuer, on or before any such ~~sixtieth~~ 60th day, to deliver such Officer’s Certificate and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the ~~Company (i)~~ Issuer that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect ~~thereof and (ii) that the Company will make no optional sinking fund payment with respect to such series as provided in this Section~~thereof. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or a lesser sum if the ~~Company~~ Issuer shall so ~~request~~ request) with respect to the Securities of any particular series), such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption price ~~thereof~~ together with accrued interest ~~thereon~~ to the date fixed for redemption. If such amount shall be $50,000 ~~(or such lesser sum)~~ or less and the ~~Company~~ Issuer makes no such request then it shall be carried over until a sum in excess of $50,000 ~~(or such lesser sum)~~ is available, which delay in accordance with this paragraph shall not be a default or breach of the obligation to make such payment. The Trustee shall select, in the manner provided in Section ~~3.02~~12.02, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such series to ~~absorb said cash~~which such cash may be applied, as nearly as may be, and shall (if requested in writing by the ~~Company~~Issuer) inform the ~~Company~~ Issuer of the serial numbers of the Securities of such series (or portions thereof) so selected. Securities shall be excluded from eligibility for redemption under this Section if they are identified by registration and certificate number in an Officers’ Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) the Company or (b) an entity specifically identified in such Officers’ Certificate as directly or indirectly controlling or controlled by or under direct or indirect common control with the Company. The Trustee, in the name and at the expense of the ~~Company~~ Issuer (or the ~~Company~~Issuer, if it shall so request the Trustee in writing) ), shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section ~~3.02~~ 12.02 (and with the effect provided in Section ~~3.03~~12.03) for the redemption of Securities of such series in part at the option of the ~~Company~~Issuer. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such ~~series~~ series, shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the ~~Principal~~ principal of, and interest on, the Securities of such series at maturity. On The Issuer’s obligation to make a mandatory or ~~before 10:00 a.m. New York City time~~ optional sinking fund payment shall automatically be reduced by an amount equal to the sinking fund redemption price allocable to any Securities or portions thereof called for redemption pursuant to the preceding paragraph on ~~each~~ any sinking fund payment date orand converted into Common Stock in accordance with the terms of such Securities; provided that, in if the ~~case of Unregistered~~ Trustee is not the conversion agent for the Securities, ~~10:00 a.m. New York City time~~ the Issuer or such conversion agent shall give the Trustee written notice on ~~the Business Day~~ or prior to the date fixed for redemption of the principal amount of Securities or portions thereof so converted. On or before each sinking fund payment date, the ~~Company~~ Issuer shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on ~~the next following~~ such sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or ~~mail~~ give any notice of redemption of Securities of for such series by operation of the sinking fund during the continuance of a ~~Default~~ default in payment of interest on such Securities or of any Event of Default except that, where the mailing of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the ~~Company~~ Issuer a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such ~~Default~~ default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such ~~Default~~ default or Event of Default, be deemed to have been collected under Article 6 5 and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section ~~6.04~~ 5.10, or the ~~Default~~ default cured on or before the ~~sixtieth~~ 60th day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on ~~the next succeeding~~ such sinking fund payment date in accordance with this Section to the redemption of such Securities.

Appears in 4 contracts

Samples: Indenture (Intercept Pharmaceuticals, Inc.), Security Agreement (Intercept Pharmaceuticals, Inc.), Security Agreement (Intercept Pharmaceuticals, Inc.)

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of the Securities of any series is herein referred to as a “"mandatory sinking fund payment”, ," and any payment in excess of such minimum amount provided for by the terms of the Securities of any series is herein referred to as an “"optional sinking fund payment”. ." The date on which a sinking fund payment is to be made is herein referred to as the “"sinking fund payment date”. ." In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the ~~Company~~ Issuer may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except ~~through a~~ upon redemption pursuant to the mandatory sinking ~~fund payment~~fund) by the ~~Company~~ Issuer or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the ~~Company~~ Issuer and delivered to the Trustee for cancellation pursuant to Section ~~2.11~~2.10, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this ~~Section~~Section 12.5, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the ~~Company at the option of the Company pursuant to~~ Issuer through any optional redemption provision contained in the terms of such ~~Securities or through any optional sinking fund payment~~series. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. On or before the ~~sixtieth~~ 60th day next preceding each sinking fund payment date for any series, ~~or such shorter period as shall be acceptable to~~ the ~~Trustee, the Company~~ Issuer will deliver to the Trustee an Officers’ ' Certificate (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of ~~specified~~ Securities of such series and the basis for such credit, (b) stating that none of the ~~specified~~ Securities of such series to be so credited has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or ~~cured~~cured or otherwise ceased to exist) and are ~~continuing~~ continuing, and (d) stating whether or not the ~~Company~~ Issuer intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the ~~Company~~ Issuer intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the ~~Company~~ Issuer to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section ~~2.11~~ 2.10 to the Trustee with such Officers’ ' Certificate (or reasonably promptly thereafter if acceptable to the Trustee). Such Officers’ ' Certificate shall be irrevocable and upon its receipt by the Trustee the ~~Company~~ Issuer shall become unconditionally obligated to make all the cash payments or ~~delivery of Securities~~ payments therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the ~~Company~~Issuer, on or before any such ~~sixtieth~~ 60th day, to deliver such ~~Officer’s~~ Officers' Certificate and Securities (subject to the parenthetical clause in the second preceding sentence) specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the ~~Company~~ Issuer (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect ~~thereof~~ thereof, and (ii) that the ~~Company~~ Issuer will make no optional sinking fund payment with respect to such series as provided in this ~~Section~~Section 12.5. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $~~50,000 (~~50,000, or a lesser sum if the ~~Company~~ Issuer shall so request with respect to the Securities of any particular series), such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption price ~~thereof~~ together with accrued ~~interest thereon~~ interest, if any, to the date fixed for redemption. If such amount shall be $50,000 ~~(or such lesser sum)~~ or less and the ~~Company~~ Issuer makes no such ~~request~~ request, then it shall be carried over until a sum in excess of $50,000 ~~(or such lesser sum)~~ is available. The Trustee shall select, in the manner provided in Section ~~3.02~~12.2, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the ~~Company~~Issuer) inform the ~~Company~~ Issuer of the serial numbers of the Securities of such series (or portions thereof) so selected. ~~Securities shall be excluded from eligibility for redemption under this Section if they are identified by registration and certificate number in an Officers’ Certificate delivered to~~ The Issuer, or the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) the Company or (b) an entity specifically identified in such Officers’ Certificate as directly or indirectly controlling or controlled by or under direct or indirect common control with the Company. The Trustee, in the name and at the expense of the ~~Company~~ Issuer (or if the ~~Company, if it~~ Issuer shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section ~~3.02~~ 12.2 (and with the effect provided in Section ~~3.03~~12.3) for the redemption of Securities of such series in part at the option of the ~~Company~~Issuer. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this ~~Section~~Section 12.5. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the ~~Principal~~ principal of, and ~~interest~~ interest, if any, on, the Securities of such series at maturity. On or before ~~10:00 a.m. New York City time on~~ each ~~sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to the~~ sinking fund payment date, the ~~Company~~ Issuer shall pay to the Trustee in cash or shall otherwise provide for the payment of all ~~interest~~ interest, if any, accrued to the date fixed for redemption on Securities to be redeemed on ~~the next following~~ such sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or ~~mail~~ give any notice of redemption of Securities of for such series by operation of the sinking fund during the continuance of a ~~Default~~ default in payment of interest on such Securities or of any Event of Default with respect to such series except that, where the ~~mailing~~ giving of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the ~~Company~~ Issuer a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such ~~Default~~ default or Event of Default known to a Responsible Officer of the Trustee shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such ~~Default~~ default or Event of Default, be deemed to have been collected under Article 6 Five and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section ~~6.04~~ 5.7 or the ~~Default~~ default cured on or before the ~~sixtieth~~ 60th day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.

Appears in 4 contracts

Samples: Hovnanian Enterprises Inc, Hovnanian Enterprises Inc, Hovnanian Enterprises Inc

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of Debt Securities of any ~~series~~ series, resolution of the Board of Directors or a supplemental Indenture is herein referred to as a “"mandatory sinking fund payment”", and any payment in excess of such minimum amount provided for by the terms of ~~the~~ Debt Securities of any ~~series~~ series, resolution of the Board of Directors or a supplemental Indenture is herein referred to as an “"optional sinking fund payment”". ~~The date on which a sinking fund payment is to be made is herein referred to as~~ Unless otherwise specified in the ~~“sinking fund payment date”. In~~ terms of Debt Securities of any series or the related resolution or supplemental indenture, in lieu of making all or any part of any mandatory sinking fund payment with respect to any Debt Securities of such series ~~of Securities~~ in cash, the Company may at its option (a) deliver to the Trustee Debt Securities of ~~such series theretofore purchased or otherwise acquired (except through a mandatory sinking fund payment) by the Company or receive credit for Securities of such~~ that series (~~not previously so credited~~together with the unmatured Coupons, if any, appertaining thereto) theretofore purchased or otherwise acquired ~~(except as aforesaid)~~ by the Company ~~and delivered to the Trustee for cancellation pursuant to Section 2.11,~~ or (b) receive credit for ~~optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for~~ the principal amount of Debt Securities of ~~such~~ that series ~~(not previously so credited)~~ which have been redeemed ~~by the Company~~ either at the ~~option~~ election of the Company pursuant to the terms of such Debt Securities or through ~~any~~ the application of permitted optional sinking fund ~~payment~~payments pursuant to the terms of such Debt Securities, resolution or supplemental Indenture; provided, that such Debt Securities have not been previously so credited. Such Debt Securities ~~so delivered or credited~~ shall be received or and credited for such purpose by the Trustee at the ~~sinking fund~~ redemption price specified in such Debt Securities~~. On~~ , resolution or before the sixtieth day next preceding each sinking fund payment date for any series, or such shorter period as shall be acceptable to the Trustee, the Company will deliver to the Trustee an Officers’ Certificate (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of specified Securities of such series and the basis for such credit, (b) stating that none of the specified Securities of such series has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing and (d) stating whether or not the Company intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the Company intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the Company to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section 2.11 to the Trustee with such Officers’ Certificate (or reasonably promptly thereafter if acceptable to the Trustee). Such Officers’ Certificate shall be irrevocable and upon its receipt by the Trustee the Company shall become unconditionally obligated to make all the cash payments or delivery of Securities therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the Company, on or before any such sixtieth day, to deliver such Officer’s Certificate and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the Company (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (ii) that the Company will make no optional sinking fund payment with respect to such series as provided in this Section. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or a lesser sum if the Company shall so request with respect to the Securities of any series), such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption price thereof together with accrued interest thereon to the date fixed for redemption. If such amount shall be $50,000 (or such lesser sum) or less and the Company makes no such request then it shall be carried over until a sum in excess of $50,000 (or such lesser sum) is available. The Trustee shall select, in the manner provided in Section 3.02, supplemental Indenture for redemption on such sinking fund payment date a sufficient principal amount of Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the Company) inform the Company of the serial numbers of the Securities of such series (or portions thereof) so selected. Securities shall be excluded from eligibility for redemption under this Section if they are identified by registration and certificate number in an Officers’ Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) the Company or (b) an entity specifically identified in such Officers’ Certificate as directly or indirectly controlling or controlled by or under direct or indirect common control with the Company. The Trustee, in the name and at the expense of the Company (or the Company, if it shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section 3.02 (and with the effect provided in Section 3.03) for the redemption of Securities of such series in part at the option of the Company. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the Principal of, and interest on, the Securities of such series at maturity. On or before 10:00 a.m. New York City time on each sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to the sinking fund payment date, the Company shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or mail any notice of redemption of Securities of such series by through operation of the sinking fund ~~during~~ and the continuance of a Default in payment of interest on such Securities or of any Event of Default except that, where the mailing of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the Company a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such Default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance amount of such Default or Event of Default, be deemed to have been collected under Article 6 and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section 6.04 or the Default cured on or before the sixtieth day preceding the mandatory sinking fund payment ~~date in any year, such moneys~~ shall ~~thereafter~~ be ~~applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities~~reduced accordingly.

Appears in 4 contracts

Samples: Indenture Tia (Range Resources Corp), Indenture Tia (Range Resources Corp), Indenture Tia (Range Resources Corp)

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment ~~provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of such minimum amount~~ provided for by the terms of the Securities of any series is herein referred to as a “mandatory sinking fund payment,” and any payment in excess of such minimum amount provided for by the terms of Securities of any series is herein referred to as an “optional sinking fund payment”. .” The date on which a sinking fund payment is to be made is herein referred to as the “sinking fund payment date”. .” In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the ~~Company~~ Issuer may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except ~~through a~~ upon redemption pursuant to the mandatory sinking ~~fund payment~~fund) by the ~~Company~~ Issuer or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the ~~Company~~ Issuer and delivered to the Trustee for cancellation pursuant to Section ~~2.11~~2.10, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the ~~Company at the option of the Company pursuant to~~ Issuer through any optional redemption provision contained in the terms of such ~~Securities or through any optional sinking fund payment~~series. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. On or before the ~~sixtieth~~ 60th day next preceding each sinking fund payment date for any series, ~~or such shorter period as shall be acceptable to~~ the ~~Trustee, the Company~~ Issuer will deliver to the Trustee a written statement (which need not contain the statements required by Section 10.05) signed by an ~~Officers’ Certificate~~ authorized officer of the Issuer (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of ~~specified~~ Securities of such ~~series and the basis for such credit~~series, (b) stating that none of the ~~specified~~ Securities of such series has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing and (d) stating whether or not the ~~Company~~ Issuer intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the ~~Company~~ Issuer intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the ~~Company~~ Issuer to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section ~~2.11~~ 2.10 to the Trustee with such ~~Officers’ Certificate~~ written statement (or reasonably promptly thereafter if acceptable to the Trustee). Such ~~Officers’ Certificate~~ written statement shall be irrevocable and upon its receipt by the Trustee the ~~Company~~ Issuer shall become unconditionally obligated to make all the cash payments or ~~delivery of Securities~~ payments therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the ~~Company~~Issuer, on or before any such ~~sixtieth~~ 60th day, to deliver such ~~Officer’s Certificate~~ written statement and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the ~~Company~~ Issuer (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (ii) that the ~~Company~~ Issuer will make no optional sinking fund payment with respect to such series as provided in this Section. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or a lesser sum if the ~~Company~~ Issuer shall so request in writing to the Trustee specifying such lesser amount) with respect to the Securities of any particular series), such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption price ~~thereof~~ together with accrued interest ~~thereon~~ to the date fixed for redemption. If such amount shall be $50,000 ~~(or such lesser sum)~~ or less and the ~~Company~~ Issuer makes no such request then it shall be carried over until a sum in excess of $50,000 ~~(or such lesser sum)~~ is available. The Trustee shall select, in the manner provided in Section ~~3.02~~11.02, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the ~~Company~~Issuer) inform the ~~Company~~ Issuer of the serial numbers of the Securities of such series (or portions thereof) so selected. Securities ~~shall be excluded from eligibility for redemption under this Section if they~~ of any series which are identified by registration and certificate number in an Officers’ Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) owned by the ~~Company~~ Issuer or ~~(b)~~ an entity ~~specifically identified in such Officers’ Certificate as~~ known by a Responsible Officer of the Trustee to be directly or indirectly controlling or controlled by or under direct or indirect common control with the ~~Company~~Issuer, as shown by the Security register, and not known to a Responsible Officer of the Trustee to have been pledged or hypothecated by the Issuer or any such entity or (b) identified in an Officers’ Certificate at least 60 days prior to the sinking fund payment date as being beneficially owned by, and not pledged or hypothecated by, the Issuer or an entity directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer shall be excluded from Securities of such series eligible for selection for redemption. The Trustee, in the name and at the expense of the ~~Company~~ Issuer (or the ~~Company~~Issuer, if it shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section ~~3.02~~ 11.02 (and with the effect provided in Section ~~3.03~~11.03) for the redemption of Securities of such series in part at the option of the ~~Company~~Issuer. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be ~~added~~ applied to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the ~~Principal~~ principal of, and interest on, the Securities of such series at maturity. On or before ~~10:00 a.m. New York City time on each sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on~~ the Business Day prior to ~~the~~ each sinking fund payment date, the ~~Company~~ Issuer shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or ~~mail~~ give any notice of redemption of Securities of for such series by operation of the sinking fund during the continuance of a ~~Default~~ default in payment of interest on such Securities or of any Event of Default except that, where the mailing of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the ~~Company~~ Issuer a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such ~~Default~~ default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such ~~Default~~ default or Event of Default, be deemed to have been collected under Article 6 4 and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section ~~6.04~~ 4.10 or the ~~Default~~ default cured on or before the ~~sixtieth~~ 60th day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.

Appears in 4 contracts

Samples: Debt Indenture (Gazit Group Financial LLC), Senior Debt Indenture (Gazit Group Financial LLC), Senior Debt Indenture (Gazit Group Financial LLC)

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of the Debt Securities ~~of any series~~ is herein referred to as a “mandatory sinking fund payment”, ,” and any payment in excess of such minimum amount provided for by the terms of the Debt Securities ~~of any series~~ is herein referred to as an “optional sinking fund payment”. .” The date on which a sinking fund payment is to be made is herein referred to as the “sinking fund payment date”. .” In lieu of making all or any part of any mandatory sinking fund payment with respect to ~~any series of~~ the Debt Securities in cash, the Company may at its ~~option~~ option: (a) deliver to the Trustee Debt Securities ~~of such series~~ theretofore purchased or otherwise acquired (except ~~through a~~ upon redemption pursuant to the mandatory sinking ~~fund payment~~fund) by the Company or receive credit for Debt Securities ~~of such series~~ (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the Company and delivered to the Trustee for cancellation pursuant to Section ~~2.11~~2.12 and, if applicable, receive credit for Debt Securities (not previously so credited) converted into Common Stock and so delivered to the Trustee for cancellation; (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, ; or (c) receive credit for Debt Securities ~~of such series~~ (not previously so credited) redeemed by the Company ~~at the option of the Company pursuant to~~ through any optional redemption provision contained in the terms of such ~~Securities or through any optional sinking fund payment~~Debt Securities. Debt Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Debt Securities. On or before the ~~sixtieth~~ 60th day next preceding each sinking fund payment date for any ~~series, or such shorter period as shall be acceptable to the Trustee~~Debt Securities, the Company will deliver to the Trustee an Officers’ Certificate (which need not contain the statements required by Section 1.2): (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of ~~specified~~ Debt Securities ~~of such series~~ and the basis for such credit, ; (b) stating that none of the ~~specified~~ Debt Securities ~~of such series~~ has theretofore been so credited, ; (c) stating that no defaults in the payment of interest or Events of Default with respect to such ~~series~~ Debt Securities have occurred (which have not been waived or cured) and are ~~continuing~~ continuing; and (d) stating whether or not the Company intends to exercise its right to make an optional sinking fund payment with respect to such ~~series~~ Debt Securities and, if so, specifying the amount of such optional sinking fund payment which the Company intends to pay on or before the next succeeding sinking fund payment date. Any Debt Securities ~~of such series~~ to be credited and required to be delivered to the Trustee in order for the Company to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section ~~2.11~~ 2.12 to the Trustee with such Officers’ Certificate (or reasonably promptly thereafter if acceptable to the Trustee). Such Officers’ Certificate shall be irrevocable and upon its receipt by the Trustee the Company shall become unconditionally obligated to make all the cash payments ~~or delivery of Securities~~ therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the Company, on or before any such ~~sixtieth~~ 60th day, to deliver such ~~Officer’s~~ Officers’ Certificate and Debt Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the Company ~~(i)~~ that the mandatory sinking fund payment for such ~~series~~ Debt Securities due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Debt Securities ~~of such series~~ in respect ~~thereof and (ii) that the Company will make no optional sinking fund payment with respect to such series as provided in this Section~~thereof. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $~~50,000~~ 100,000 (or a lesser sum if the Company shall so ~~request~~ request) with respect to the ~~Securities of any series)~~Debt Securities, such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Debt Securities ~~of such series~~ at the sinking fund redemption price ~~thereof~~ together with accrued interest ~~thereon~~ to the date fixed for redemption. If such amount shall be $~~50,000 (or such lesser sum)~~ 100,000 or less and the Company makes no such request then it shall be carried over until a sum in excess of $~~50,000 (or such lesser sum)~~ 100,000 is available. The Trustee shall select, in the manner provided in Section ~~3.02~~10.3, for redemption on such sinking fund payment date a sufficient principal amount of Debt Securities ~~of such series~~ to absorb said cash, as nearly as may be, and shall (if requested in writing by the Company) inform the Company of the serial numbers of the Debt Securities ~~of such series~~ (or portions thereof) so selected. Securities shall be excluded from eligibility for redemption under this Section if they are identified by registration and certificate number in an Officers’ Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) the Company or (b) an entity specifically identified in such Officers’ Certificate as directly or indirectly controlling or controlled by or under direct or indirect common control with the Company. The Trustee, in the name and at the expense of the Company (or the Company, if it shall so request the Trustee in writing) ), shall cause notice of redemption of the Debt Securities ~~of such series~~ to be given in substantially the manner provided in Section ~~3.02~~ 10.4 (and with the effect provided in Section ~~3.03~~10.6) for the redemption of Debt Securities ~~of such series~~ in part at the option of the Company. The amount of any sinking fund payments not so applied or allocated to the redemption of Debt Securities ~~of such series~~ shall be added to the next cash sinking fund payment ~~for such series~~ and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated maturity date of the Debt Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Debt Securities of such ~~series~~ series, shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the ~~Principal~~ principal of, and interest on, the Debt Securities of such series at maturity. On The Company’s obligation to make a mandatory or ~~before 10:00 a.m. New York City time~~ optional sinking fund payment shall automatically be reduced by an amount equal to the sinking fund redemption price allocable to any Debt Securities or portions thereof called for redemption pursuant to the this Section on ~~each~~ any sinking fund payment date orand converted into Common Stock; provided that, in if the ~~case of Unregistered~~ Trustee is not the conversion agent for the Debt Securities, ~~10:00 a.m. New York City time on~~ the ~~Business Day~~ Company or such conversion agent shall give the Trustee written notice prior to the date fixed for redemption of the principal amount of Debt Securities or portions thereof so converted. On or before each sinking fund payment date, the Company shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Debt Securities to be redeemed on the next following sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Debt Securities ~~of a series~~ with sinking fund moneys or ~~mail~~ give any notice of redemption of Debt Securities ~~of such series~~ by operation of the sinking fund during the continuance of a ~~Default~~ default in payment of interest on such Debt Securities or of any Event of Default except that, where the mailing of notice of redemption of any Debt Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Debt Securities, provided that it shall have received from the Company a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such ~~Default~~ default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such ~~Default~~ default or Event of Default, be deemed to have been collected under ~~Article 6~~ ARTICLE IV and held for the payment of all such Debt Securities. In case such Event of Default shall have been waived as provided in Section ~~6.04~~ 4.12, or the ~~Default~~ default cured on or before the ~~sixtieth~~ 60th day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Debt Securities.

Appears in 4 contracts

Samples: Indenture (City Holding Co), Indenture (City Holding Co), Indenture (City Holding Co)

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of the Securities of any series is herein referred to as a “"mandatory sinking fund payment”", and any payment in excess of such minimum amount provided for by the terms of the Securities of any series is herein referred to as an “"optional sinking fund payment”". The date on which a sinking fund payment is to be made is herein referred to as the “"sinking fund payment date”". In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the ~~Company~~ Issuer may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except ~~through a~~ upon redemption pursuant to the mandatory sinking ~~fund payment~~fund) by the ~~Company~~ Issuer or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the ~~Company~~ Issuer and delivered to the Trustee for cancellation pursuant to Section ~~2.11~~2.10, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the ~~Company at the option of the Company pursuant to~~ Issuer through any optional redemption provision contained in the terms of such ~~Securities or through any optional sinking fund payment~~series. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. On or before the ~~sixtieth~~ 60th day next preceding each sinking fund payment date for any series, ~~or such shorter period as shall be acceptable to~~ the ~~Trustee, the Company~~ Issuer will deliver to the Trustee an Officers’ ' Certificate (which need not contain the statements required by Section 11.5) (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of ~~specified~~ Securities of such series and the basis for such credit, (b) stating that none of the ~~specified~~ Securities of such series to be so credited has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing and (d) stating whether or not the ~~Company~~ Issuer intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the ~~Company~~ Issuer intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the ~~Company~~ Issuer to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section ~~2.11~~ 2.10 to the Trustee with such Officers’ ' Certificate (or reasonably promptly thereafter if acceptable to the Trustee). Such Officers’ ' Certificate shall be irrevocable and upon its receipt by the Trustee the ~~Company~~ Issuer shall become unconditionally obligated to make all the cash payments or ~~delivery of Securities~~ payments therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the ~~Company~~Issuer, on or before any such ~~sixtieth~~ 60th day, to deliver or cause to be delivered such ~~Officer’s~~ Officers' Certificate and Securities (subject to the parenthetical clause in the second preceding sentence) specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the ~~Company~~ Issuer (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (ii) that the ~~Company~~ Issuer will make no optional sinking fund payment with respect to such series as provided in this Section. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or the equivalent thereof in any Foreign Currency or ECU) or a lesser sum in Dollars (or the equivalent thereof in any Foreign Currency or ECU) if the ~~Company~~ Issuer shall so request with respect to the Securities of any particular series), such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption price ~~thereof~~ together with accrued interest ~~thereon~~ to the date fixed for redemption. If such amount shall be $50,000 (or ~~such lesser sum~~the equivalent thereof in any Foreign Currency or ECU) or less and the ~~Company~~ Issuer makes no such request then it shall be carried over until a sum in excess of $50,000 (or ~~such lesser sum~~the equivalent thereof in any Foreign Currency or ECU) is available. The Trustee shall select, in the manner provided in Section ~~3.02~~12.2 and subject to the limitations in Section 12.4, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such series to absorb said cash, as nearly as may bebe practicable, and shall (if requested in writing by the ~~Company~~Issuer) inform the ~~Company~~ Issuer of the serial numbers of the Securities of such series (or portions thereof) so selected. Securities shall be excluded from eligibility for redemption under this Section if they are identified by registration and certificate number in an Officers’ Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) the Company or (b) an entity specifically identified in such Officers’ Certificate as directly or indirectly controlling or controlled by or under direct or indirect common control with the Company. The Trustee, in the name and at the expense of the ~~Company~~ Issuer (or the ~~Company~~Issuer, if it shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section ~~3.02~~ 12.2 (and with the effect provided in Section ~~3.03~~12.3) for the redemption of Securities of such series in part at the option of the ~~Company~~Issuer. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund ~~moneys~~ monies held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be applied, together with other ~~moneys~~monies, if necessary, sufficient for the purpose, to the payment of the ~~Principal~~ principal of, and interest on, the Securities of such series at maturity. On or before ~~10:00 a.m. New York City time on~~ each ~~sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to the~~ sinking fund payment date, the ~~Company~~ Issuer shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund ~~moneys~~ monies or ~~mail~~ give any notice of redemption of Securities of for such series by operation of the sinking fund during the continuance of a ~~Default~~ default in payment of interest on such Securities or of any Event of Default except that, where the ~~mailing~~ giving of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the ~~Company~~ Issuer a sum sufficient for such redemption. Except as aforesaid, any ~~moneys~~ monies in the sinking fund for such series at the time when any such ~~Default~~ default or Event of Default shall occur, and any ~~moneys~~ monies thereafter paid into the sinking fund, shall, during the continuance of such ~~Default~~ default or Event of Default, be deemed to have been collected under Article 6 Five and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section ~~6.04~~ 5.10 or the ~~Default~~ default cured on or before the sixtieth day preceding the sinking fund payment date in any year, such ~~moneys~~ monies shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.

Appears in 4 contracts

Samples: McMoran Exploration Co /De/, Freeport McMoran Copper & Gold Inc, Freeport McMoran Copper & Gold Inc

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of the Debt Securities of any series is herein referred to as a “mandatory sinking fund payment”, ,” and any payment in excess of such minimum amount provided for by the terms of the Debt Securities of any series is herein referred to as an “optional sinking fund payment”. .” The date on which a sinking fund payment is to be made is herein referred to as the “sinking fund payment date”. .” In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Debt Securities in cash, the Company may at its option (a) deliver to the Trustee Debt Securities of such series theretofore purchased or otherwise acquired (except through a mandatory sinking fund payment) by the Company or receive credit for Debt Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the Company and delivered to the Trustee for cancellation pursuant to Section 2.11, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Debt Securities of such series (not previously so credited) redeemed by the Company ~~at the option of the Company pursuant to the terms of such Securities or~~ through any optional sinking fund payment. Debt Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Debt Securities. On or before the sixtieth day next preceding each sinking fund payment date for any series, or such shorter period as shall be acceptable to the Trustee, the Company will deliver to the Trustee an Officers’ Certificate (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of specified Debt Securities of such series and the basis for such credit, (b) stating that none of the specified Debt Securities of such series has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing and (d) stating whether or not the Company intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the Company intends to pay on or before the next succeeding sinking fund payment date. Any Debt Securities of such series to be credited and required to be delivered to the Trustee in order for the Company to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section 2.11 to the Trustee with such Officers’ Certificate (or reasonably promptly thereafter if acceptable to the Trustee). Such Officers’ Certificate shall be irrevocable and upon its receipt by the Trustee the Company shall become unconditionally obligated to make all the cash payments or delivery of Debt Securities therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the Company, on or before any such sixtieth day, to deliver such Officer’s Certificate and Debt Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the Company (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Debt Securities of such series in respect thereof and (ii) that the Company will make no optional sinking fund payment with respect to such series as provided in this Section. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or a lesser sum if the Company shall so request with respect to the Debt Securities of any series), such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Debt Securities of such series at the sinking fund redemption price thereof together with accrued interest thereon to the date fixed for redemption. If such amount shall be $50,000 (or such lesser sum) or less and the Company makes no such request then it shall be carried over until a sum in excess of $50,000 (or such lesser sum) is available. The Trustee shall select, in the manner provided in Section 3.02, for redemption on such sinking fund payment date a sufficient principal amount of Debt Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the Company) inform the Company of the serial numbers of the Debt Securities of such series (or portions thereof) so selected. Debt Securities shall be excluded from eligibility for redemption under this Section if they are identified by registration and certificate number in an Officers’ Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) the Company or (b) an entity specifically identified in such Officers’ Certificate as directly or indirectly controlling or controlled by or under direct or indirect common control with the Company. The Trustee, in the name and at the expense of the Company (or the Company, if it shall so request the Trustee in writing) shall cause notice of redemption of the Debt Securities of such series to be given in substantially the manner provided in Section 3.02 (and with the effect provided in Section 3.03) for the redemption of Debt Securities of such series in part at the option of the Company. The amount of any sinking fund payments not so applied or allocated to the redemption of Debt Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated maturity date of the Debt Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Debt Securities of such series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the Principal of, and interest on, the Debt Securities of such series at maturity. On or before 10:00 a.m. New York City time on each ~~sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to the~~ sinking fund payment date, the Company shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Debt Securities to be redeemed on the next following sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Debt Securities of a series with sinking fund moneys or mail any notice of redemption of Debt Securities of such series by operation of the sinking fund during the continuance of a Default in payment of interest on such Debt Securities or of any Event of Default except that, where the mailing of notice of redemption of any Debt Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Debt Securities, provided that it shall have received from the Company a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such Default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such ~~Default~~ default or Event of Default, be deemed to have been collected under Article 6 and held for the payment of all such Debt Securities. In case such Event of Default shall have been waived as provided in Section 6.04 or the Default cured on or before the sixtieth day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Debt Securities.

Appears in 3 contracts

Samples: Indenture (CVS Corp), Indenture (CVS Corp), CVS (CVS Caremark Corp)

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of the Securities of any series is herein referred to as a “mandatory sinking fund payment”, ,” and any payment in excess of such minimum amount provided for by the terms of the Securities of any series is herein referred to as an “optional sinking fund payment”. .” The date on which a sinking fund payment is to be made is herein referred to as the “sinking fund payment date”. .” In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the Company may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except through a mandatory sinking fund payment) by the Company or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the Company and delivered to the Trustee for cancellation pursuant to Section 2.11, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the Company ~~at the option of the Company pursuant to the terms of such Securities or~~ through any optional sinking fund payment. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. On or before the sixtieth day next preceding each sinking fund payment date for any series, or such shorter period as shall be acceptable to the Trustee, the Company will deliver to the Trustee an Officers’ Certificate (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of specified Securities of such series and the basis for such credit, (b) stating that none of the specified Securities of such series has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing and (d) stating whether or not the Company intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the Company intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the Company to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section 2.11 to the Trustee with such Officers’ Certificate (or reasonably promptly thereafter if acceptable to the Trustee). Such Officers’ Certificate shall be irrevocable ~~and~~ and, upon its receipt by the ~~Trustee~~ Trustee, the Company shall become unconditionally obligated to make all the cash payments or delivery of Securities therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the Company, on or before any such sixtieth day, to deliver such ~~Officer’s~~ Officers’ Certificate and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the Company (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (ii) that the Company will make no optional sinking fund payment with respect to such series as provided in this Section. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or a lesser sum if the Company shall so request with respect to the Securities of any series), such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption price thereof together with accrued interest thereon to the date fixed for redemption. If such amount shall be $50,000 (or such lesser sum) or less and the Company makes no such request then it shall be carried over until a sum in excess of $50,000 (or such lesser sum) is available. The Trustee shall select, in the manner provided in Section 3.02, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the Company) inform the Company of the serial numbers of the Securities of such series (or portions thereof) so selected. Securities shall be excluded from eligibility for redemption under this Section if they are identified by registration and certificate number in an Officers’ Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) the ~~Company~~ Company, (b) the Guarantor or (bc) an entity specifically identified in such Officers’ Certificate as directly or indirectly controlling or controlled by or under direct or indirect common control with the ~~Company~~Company or the Guarantor. The Trustee, in the name and at the expense of the Company (or the Company, if it shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section 3.02 (and with the effect provided in Section 3.03) for the redemption of Securities of such series in part at the option of the Company. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the Principal of, and interest on, the Securities of such series at maturity. On or before 10:00 ~~a.m.~~ a.m., New York City ~~time~~ time, on each ~~sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to the~~ sinking fund payment date, the Company shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or mail any notice of redemption of Securities of such series by operation of the sinking fund during the continuance of a Default in payment of interest on such Securities or of any Event of Default except that, where the mailing of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the Company a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such Default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such ~~Default~~ default or Event of Default, be deemed to have been collected under Article 6 7 and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section ~~6.04~~ 7.04 or the Default cured on or before the sixtieth day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.

Appears in 3 contracts

Samples: Senior Indenture (Credit Suisse Group), Default and Remedies (Credit Suisse Group), Credit Suisse Group

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of the Securities of any series is herein referred to as a “"mandatory sinking fund payment”, ," and any payment in excess of such minimum amount provided for by the terms of the Securities of any series is herein referred to as an “"optional sinking fund payment”. ." The date on which a sinking fund payment is to be made is herein referred to as the “"sinking fund payment date”. ." In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the Company may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except through a mandatory sinking fund payment) by the Company or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the Company and delivered to the Trustee for cancellation pursuant to Section 2.11, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the Company ~~at the option of the Company pursuant to the terms of such Securities or~~ through any optional sinking fund payment. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. On or before the ~~sixtieth~~ 60th day next preceding each sinking fund payment date for any series, or such shorter period as shall be acceptable to the Trustee, the Company will deliver to the Trustee an ~~Officers’~~ Officer's Certificate (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of specified Securities of such series and the basis for such credit, (b) stating that none of the specified Securities of such series has theretofore been so credited, (c) stating that no ~~defaults~~ Defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing and (d) stating whether or not the Company intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the Company intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the Company to be entitled to credit therefor as aforesaid ~~which~~ that have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section 2.11 to the Trustee with such ~~Officers’~~ Officer's Certificate (or reasonably promptly thereafter if acceptable to the Trustee). Such ~~Officers’~~ Officer's Certificate shall be irrevocable ~~and~~ and, upon its receipt by the ~~Trustee~~ Trustee, the Company shall become unconditionally obligated to make all the cash payments or delivery of Securities therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the Company, on or before any such ~~sixtieth~~ 60th day, to deliver such Officer’s 's Certificate and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the Company (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (ii) that the Company will make no optional sinking fund payment with respect to such series as provided in this ~~Section~~Section 3.05. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or a lesser sum if the Company shall so request with respect to the Securities of any series), such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption price thereof together with accrued interest thereon to the date fixed for redemption. If such amount shall be $50,000 (or such lesser sum) or less and the Company makes no such request then it shall be carried over until a sum in excess of $50,000 (or such lesser sum) is available. The Trustee shall select, in the manner provided in Section 3.02, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the Company) inform the Company of the serial numbers of the Securities of such series (or portions thereof) so selected. Securities shall be excluded from eligibility for redemption under this Section 3.05 if they are identified by registration and certificate number in an ~~Officers’~~ Officer's Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and ~~beneficially by~~beneficially, and not pledged or ~~hypothecated~~ hypothecated, by either (a) the ~~Company~~ Company, (b) the Guarantor or (bc) an entity specifically identified in such ~~Officers’~~ Officer's Certificate as directly or indirectly controlling or controlled by or under direct or indirect common control with the ~~Company~~Company or the Guarantor. The Trustee, in the name and at the expense of the Company (or the Company, if it shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section 3.02 (and with the effect provided in Section 3.03) for the redemption of Securities of such series in part at the option of the Company. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the Principal of, and interest on, the Securities of such series at maturity. On or before 10:00 ~~a.m.~~ a.m., New York City ~~time~~ time, on each ~~sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to the~~ sinking fund payment date, the Company shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or mail any notice of redemption of Securities of such series by operation of the sinking fund during the continuance of a Default in payment of interest on such Securities or of any Event of Default except that, where the mailing of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the Company a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such Default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such ~~Default~~ default or Event of Default, be deemed to have been collected under Article 6 Seven and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section ~~6.04~~ 7.04 or the Default cured on or before the ~~sixtieth~~ 60th day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section 3.05 to the redemption of such Securities.

Appears in 3 contracts

Samples: Glaxosmithkline PLC, Glaxosmithkline Capital Inc, Glaxosmithkline Capital Inc

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of such minimum amount provided for by the terms of the Securities of any series is herein referred to as an “optional sinking fund payment”. .” The date on which a sinking fund payment is to be made is herein referred to as the “sinking fund payment date”. .” In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the Company may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except through a mandatory sinking fund payment) by the Company or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the Company and delivered to the Trustee for cancellation pursuant to Section 2.11, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the Company at the option of the Company pursuant to the terms of such Securities or through any optional sinking fund payment. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. On or before the sixtieth day next preceding each sinking fund payment date for any series, or such shorter period as shall be acceptable to the Trustee, the Company will deliver to the Trustee an Officers’ Certificate (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of specified Securities of such series and the basis for such credit, (b) stating that none of the specified Securities of such series has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing and (d) stating whether or not the Company intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the Company intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the Company to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section 2.11 to the Trustee with such Officers’ Certificate (or reasonably promptly thereafter if acceptable to the Trustee). Such Officers’ Certificate shall be irrevocable and upon its receipt by the Trustee the Company shall become unconditionally obligated to make all the cash payments or delivery of Securities therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the Company, on or before any such sixtieth day, to deliver such Officer’s Certificate and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the Company (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (ii) that the Company will make no optional sinking fund payment with respect to such series as provided in this Section. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or a lesser sum if the Company shall so request with respect to the Securities of any series), such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption price thereof together with accrued interest thereon to the date fixed for redemption. If such amount shall be $50,000 (or such lesser sum) or less and the Company makes no such request then it shall be carried over until a sum in excess of $50,000 (or such lesser sum) is available. The Trustee shall select, in the manner provided in Section 3.02, for redemption on such sinking fund payment date a sufficient ~~principal~~ Principal amount of Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the Company) inform the Company of the serial numbers of the Securities of such series (or portions thereof) so selected. Securities shall be excluded from eligibility for redemption under this Section if they are identified by registration and certificate number in an Officers’ Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) the Company or (b) an entity specifically identified in such Officers’ Certificate as directly or indirectly controlling or controlled by or under direct or indirect common control with the Company. The Trustee, in the name and at the expense of the Company (or the Company, if it shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section 3.02 (and with the effect provided in Section 3.03) for the redemption of Securities of such series in part at the option of the Company. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the Principal of, and interest on, the Securities of such series at maturity. On or before 10:00 a.m. New York City time on each sinking fund payment ~~date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to the sinking fund payment~~ date, the Company shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or mail any notice of redemption of Securities of such series by operation of the sinking fund during the continuance of a Default in payment of interest on such Securities or of any Event of Default except that, where the mailing of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the Company a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such Default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such Default or Event of Default, be deemed to have been collected under Article 6 and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section 6.04 or the Default cured on or before the sixtieth day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.

Appears in 3 contracts

Samples: Indenture (Auris Medical Holding AG), Vitru LTD, Arco Platform Ltd.

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of Securities of any ~~series~~ Series is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of such minimum amount provided for by the terms of ~~the~~ Securities of any ~~series~~ Series is herein referred to as an “optional sinking fund payment”. The date on which a sinking fund payment is to be made is herein referred to as the “sinking fund payment date”. In lieu of making all or any part of any mandatory sinking fund payment with respect to any ~~series~~ Series of Securities in cash, the ~~Company~~ Issuer may at its option ~~(a)~~ deliver to the Trustee Securities of such ~~series~~ Series (together with the unmatured Coupons, if any, appertaining thereto) theretofore purchased or otherwise acquired (except ~~through a~~ upon redemption pursuant to the mandatory sinking ~~fund payment~~fund) by the ~~Company~~ Issuer or receive credit for Securities of such ~~series~~ Series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the ~~Company~~ Issuer and delivered to the Trustee for cancellation pursuant to Section ~~2.11~~2.10, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of such ~~series~~ Series (not previously so credited) redeemed by the ~~Company at the option of the Company pursuant to~~ Issuer through any optional redemption provision contained in the terms of such ~~Securities or through any optional sinking fund payment~~Series. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. On or before the sixtieth day next preceding each sinking fund payment date for any ~~series, or such shorter period as shall be acceptable to the Trustee~~Series of Securities, the ~~Company~~ Issuer will deliver to the Trustee a written statement (which need not contain the statements required by Section 11.05) signed by an ~~Officers’ Certificate~~ authorized officer of the Issuer (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash in the currency or currency unit in which the Securities of such Series and Coupons, if any, appertaining thereto are payable (except as otherwise specified pursuant to Section 2.03 for the Securities of such Series and except as provided in Section 2.12(b), (e) and (f) hereof), and the portion to be satisfied by delivery or credit of ~~specified~~ Securities of such ~~series and the basis for such credit~~Series, (b) stating that none of the ~~specified~~ Securities of such ~~series~~ Series for which credit is sought has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such ~~series~~ Series have occurred (which have not been waived or cured) and are ~~continuing and~~ continuing, (d) stating whether or not the ~~Company~~ Issuer intends to exercise its right to make an optional sinking fund payment with respect to such ~~series~~ Series and, if so, specifying the amount of such optional sinking fund payment which the ~~Company~~ Issuer intends to pay on or before the next succeeding sinking fund payment date and (e) specifying such sinking fund payment date. Any Securities of such ~~series~~ Series to be credited and required to be delivered to the Trustee in order for the ~~Company~~ Issuer to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section ~~2.11~~ 2.10 to the Trustee with such ~~Officers’ Certificate~~ written statement (or reasonably promptly thereafter if acceptable to the Trustee). Such ~~Officers’ Certificate~~ written statement shall be irrevocable and upon its receipt by the Trustee the ~~Company~~ Issuer shall become unconditionally obligated to make all the cash payments or ~~delivery of Securities~~ payments therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the ~~Company~~Issuer, on or before any such sixtieth day, to deliver such ~~Officer’s Certificate~~ written statement and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the ~~Company~~ Issuer (i) that the mandatory sinking fund payment for such ~~series~~ Series due on the next succeeding sinking fund payment date shall be paid entirely in cash (in the currency or currency unit described above) without the option to deliver or credit Securities of such ~~series~~ Series in respect thereof and (ii) that the ~~Company~~ Issuer will make no optional sinking fund payment with respect to such ~~series~~ Series as provided in this Section. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash (in the currency or currency unit described above) on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $~~50,000~~ 100,000, or the equivalent in the currency or currency unit in which the Securities of such Series are payable (or a lesser sum if the ~~Company~~ Issuer shall so ~~request~~ request) with respect to the Securities of any ~~series)~~particular Series, such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such ~~series~~ Series at the sinking fund redemption price ~~thereof~~ together with accrued interest ~~thereon~~ to the date fixed for redemption. If such amount shall be $~~50,000 (~~100,000, or the equivalent in the currency or currency unit in which the Securities of such ~~lesser sum)~~ Series are payable, or less and the ~~Company~~ Issuer makes no such request then it shall be carried over until a sum in excess of $~~50,000 (~~100,000, or the equivalent in the currency or currency unit in which the Securities of such ~~lesser sum)~~ Series are payable, is available. The Trustee shall select, in the manner provided in Section ~~3.02~~12.02 and giving effect to any exclusions required pursuant to Section 12.04, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such ~~series~~ Series to absorb said cash, as nearly as may bebe possible, and shall (if requested in writing by the ~~Company~~Issuer) inform the ~~Company~~ Issuer of the serial numbers of the Securities of such ~~series~~ Series (or portions thereof) so selected. Securities shall be excluded from eligibility for redemption under this Section if they are identified by registration and certificate number in an Officers’ Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) the Company or (b) an entity specifically identified in such Officers’ Certificate as directly or indirectly controlling or controlled by or under direct or indirect common control with the Company. The Trustee, in the name and at the expense of the ~~Company~~ Issuer (or the ~~Company~~Issuer, if it shall so ~~request~~ notify the Trustee in writing) shall cause notice of redemption of the Securities of such ~~series~~ Series to be given in substantially the manner provided in Section ~~3.02~~ 12.02 (and with the effect provided in Section ~~3.03~~12.03) for the redemption of Securities of such ~~series in part~~ Series at the option of the ~~Company~~Issuer. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such ~~series~~ Series shall be added to the next cash sinking fund payment for such ~~series~~ Series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular ~~series~~ Series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such ~~series~~ Series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the ~~Principal~~ principal of, and interest on, the Securities of such ~~series~~ Series at maturity. ~~On or before 10:00 a.m. New York City time on each sinking fund payment date or~~Unless otherwise specified pursuant to Section 2.03, (a) in the case of ~~Unregistered Securities~~Securities for which a place of payment is located outside the United States of America, ~~10:00 a.m. New York City time on~~ not later than the Business Day immediately prior to the sinking fund payment date, unless otherwise agreed by the ~~Company~~ Issuer and the Trustee, and (b) in the case of all other Securities, not later than 10:00 a.m., New York City time, on the sinking fund payment date, the Issuer shall ~~pay~~ have paid to the Trustee in cash (in the currency or currency unit described in the third paragraph of this Section 12.05) or shall otherwise provide for the payment of all principal and interest accrued to the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a ~~series~~ Series with sinking fund moneys or mail or publish any notice of redemption of Securities of for such ~~series~~ Series by operation of the sinking fund during the continuance of a ~~Default~~ default in payment of interest on such Securities or of any Event of Default except that, where the mailing or publication of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the ~~Company~~ Issuer a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such ~~series~~ Series at the time when any such ~~Default~~ default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such ~~Default~~ default or Event of Default, be deemed to have been collected under Article 6 Five and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section ~~6.04~~ 5.10 or the ~~Default~~ default cured on or before the sixtieth day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.

Appears in 3 contracts

Samples: Indenture (Whirlpool Corp /De/), Indenture (Whirlpool Corp /De/), Indenture (Whirlpool Finance Luxembourg S.A.R.L.)

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “"mandatory sinking fund payment”", and any payment in excess of such minimum amount provided for by the terms of ~~the~~ Securities of any series is herein referred to as an “"optional sinking fund payment”". The date on which a sinking fund payment is to be made is herein referred to as the “"sinking fund payment date”". In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the ~~Company~~ Issuer may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except ~~through a~~ upon redemption pursuant to the mandatory sinking ~~fund payment~~fund) ~~by the Company~~ or receive credit for Securities of such series by the Issuer (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) ~~by the Company~~ and delivered to the Trustee for cancellation pursuant to Section ~~2.11~~2.14, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, (c) receive credit for Securities of such series (not previously so credited) that have been surrendered to the Issuer for conversion, or (cd) receive credit for Securities of such series (not previously so credited) redeemed by the ~~Company at the option of the Company pursuant to~~ Issuer through any optional redemption provision contained in the terms of Securities of such ~~Securities or through any optional sinking fund payment~~series. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities, and the amount of such mandatory sinking fund payment shall be reduced accordingly. On or before the sixtieth day next preceding each sinking fund payment date for any ~~series, or such shorter period as shall be acceptable to the Trustee~~series of Securities, the ~~Company~~ Issuer will deliver to the Trustee a certificate of the Issuer (which need not contain the statements required by the Trust Indenture Act of 1939) signed by an officer of the Issuer who is one of the officers authorized to sign an Officers~~’ Certificate~~ ' Certificate, (a) specifying the ~~portion~~ portion, if any, of the mandatory sinking fund payment to be satisfied by payment of cash and the ~~portion~~ portion, if any, to be satisfied by credit of ~~specified~~ Securities of such ~~series and the basis for such credit~~series, (b) stating that none of ~~the specified~~ such Securities ~~of such series~~ has theretofore been so credited, (c) stating that no ~~defaults in the payment of interest or Events~~ Event of Default with respect to such series ~~have~~ has occurred (which ~~have~~ has not been waived or cured) and ~~are~~ is continuing and (d) stating whether or not the ~~Company~~ Issuer intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the ~~Company~~ Issuer intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the ~~Company~~ Issuer to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section ~~2.11~~ 2.14 to the Trustee with such ~~Officers’ Certificate (or reasonably promptly thereafter if acceptable to the Trustee)~~certificate. Such ~~Officers’ Certificate~~ certificate shall be irrevocable and upon its receipt by the Trustee the ~~Company~~ Issuer shall become ~~unconditionally~~ obligated to make all the cash payments or ~~delivery of Securities~~ payments therein referred to, if ~~any~~any (which cash may be deposited with the Trustee or with one or more paying agents or, if the Issuer is acting as its own paying agent, segregated and held in trust as required by the Trust Indenture Act of 1939), on or before the next succeeding sinking fund payment date. Failure of the ~~Company~~Issuer, on or before any such sixtieth day, to deliver such ~~Officer’s Certificate~~ certificate and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the ~~Company~~ Issuer (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (ii) that the ~~Company~~ Issuer will make no optional sinking fund payment with respect to such series as provided in this Section. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed ~~$50,000~~ U.S.$100,000 or, if payments on Securities of such series are to be made in a currency other than Dollars or in units or composites of two more currencies, the equivalent thereof (based upon the Market Exchange Rate on the sixtieth day preceding the relevant sinking fund payment date or if the Market Exchange Rate is not available for such date, the immediately preceding date for which the Market Exchange Rate is available) in the relevant currency or unit or composite currency (or such other amount as is specified for a particular series of Securities pursuant to Section 2.6), or a lesser sum if the ~~Company~~ Issuer shall so ~~request~~ request, with respect to the Securities of any particular series), such cash shall be applied by the Trustee (or by the Issuer if the Issuer is acting as its own paying agent) on the ~~next succeeding~~ sinking fund payment date on which such payment is made (or, if such payment is made before a sinking fund payment date, on the next sinking fund payment date following the date of such payment) to the redemption of such Securities ~~of such series~~ at the sinking fund redemption price ~~thereof~~ specified in such Securities for operation of the sinking fund together with accrued ~~interest thereon~~ interest, if any, to the date fixed for redemption. If such amount shall be ~~$50,000~~ U.S.$100,000 or, if payments on Securities of such series are to be made in a currency other than Dollars or in units or composites of two more currencies, the equivalent thereof (based upon the Market Exchange Rate on the sixtieth day preceding the relevant sinking fund payment date or if the Market Exchange Rate is not available for such date, the immediately preceding date for which the Market Exchange Rate is available) in the relevant currency or unit or composite currency (or such ~~lesser sum)~~ other amount as is specified for the particular series pursuant to Section 2.6), or less and the ~~Company~~ Issuer makes no such request then it shall be carried over until a sum in excess of ~~$50,000 (~~U.S.$100,000, or ~~such lesser sum)~~ the equivalent thereof in the relevant currency or unit or composite currency, is available. The Trustee shall select, in the manner provided in Section ~~3.02~~10.2, for redemption on such sinking fund payment ~~date a sufficient principal amount of~~ date, Securities of such series with respect to ~~absorb said cash, as nearly as may be,~~ which cash payment of the applicable sinking fund redemption price will be made and shall (if requested in writing by the ~~Company~~Issuer) inform the ~~Company~~ Issuer of the serial numbers or other distinguishing symbols of the Securities of such series (or portions thereof) so selected. ~~Securities~~ If the Trustee shall be ~~excluded from eligibility~~ required to select Securities of any series for ~~redemption under this Section if they are identified by registration~~ the sinking fund and ~~certificate number in an Officers’ Certificate delivered to~~ is not acting as repository of the ~~Trustee~~ Register for such series, at least 60 days prior to the sinking fund payment date ~~as being owned~~ the Issuer shall furnish to the Trustee a current list of ~~record and beneficially by, and not pledged or hypothecated by either~~ all Outstanding Securities of such series. Securities of any series which are (a) owned by the ~~Company~~ Issuer, the Guarantor or ~~(b)~~ an entity ~~specifically identified in such Officers’ Certificate as~~ actually known by the Trustee to be directly or indirectly controlling or controlled by or under direct or indirect common control with the ~~Company~~Issuer, as shown by the Register, and not known to the Trustee to have been pledged or hypothecated by the Issuer, the Guarantor or any such entity or (b) identified in an Officers' Certificate at least 60 days prior to the sinking fund payment date as being beneficially owned by, and not pledged or hypothecated by, the Issuer, the Guarantor or an entity directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer or the Guarantor, shall be excluded from Securities of such series eligible for selection for redemption. The Trustee, in the name and at the expense of the ~~Company~~ Issuer (or the ~~Company~~Issuer, if it shall so ~~request~~ notify the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section ~~3.02~~ 10.2, except that the notice of redemption shall also state that the Securities are being redeemed by operation of the sinking fund (and with the effect provided in Section ~~3.03~~10.3) for the redemption of Securities of such series which, if applicable, is in part at the option of the ~~Company~~Issuer. The amount of any sinking fund payments not so applied or allocated by the Trustee (or by the Issuer if the Issuer is acting as its own paying agent) to the redemption of Securities of such series shall be added to the next cash sinking fund payment received by the Trustee (or if the Issuer is acting as its own paying agent, segregated and held in trust as required by the Trust Indenture Act of 1939) for such series and, together with such ~~payment~~payment (or such amount so segregated), shall be applied in accordance with the provisions of this ~~Section~~Section 10.6. Any and all sinking fund moneys held by the Trustee (or if the Issuer is acting as its own paying agent, segregated and held in trust as required by the Trust Indenture Act of 1939) on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be ~~applied~~applied by the Trustee (or by the Issuer if the Issuer is acting as its own paying agent), together with other moneys, if necessary, sufficient for the purpose, to the payment of the ~~Principal~~ principal of, and interest on, the Securities of such series at maturity. On or before ~~10:00 a.m. New York City time on~~ each ~~sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to the~~ sinking fund payment date, the ~~Company~~ Issuer shall pay to the Trustee in cash (or if the Issuer is acting as its own paying agent will segregate and hold in trust as required by the Trust Indenture Act of 1939) or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities (or portions thereof) to be redeemed on ~~the next following~~ such sinking fund payment date. ~~The~~ Neither the Issuer nor the Trustee shall ~~not~~ redeem or cause to be redeemed any Securities of a series with sinking fund moneys or mail any notice of redemption of Securities of for such series by operation of the sinking fund during the continuance of a ~~Default~~ default in payment of ~~interest~~ interest, if any, on such Securities or of any Event of Default (other than an Event of Default occurring as a consequence of this paragraph, with respect to such Securities) except that, where the mailing of notice of redemption of any Securities shall theretofore have been made, the Trustee (or the Issuer if the Issuer is acting as its own paying agent) shall redeem or cause to be redeemed such Securities, provided that it shall have received from the ~~Company~~ Issuer (or the Issuer shall have segregated) a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such ~~Default~~ default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such ~~Default~~ default or Event of Default, be deemed to have been collected under Article 6 Four and held for the payment of all such Securities. In Notwithstanding anything in the foregoing to the contrary, in case such default or Event of Default shall have been waived as provided in Section ~~6.04~~ 4.9 or the default or Event of Default cured on or before the sixtieth day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section 10.6 to the redemption of such Securities.

Appears in 3 contracts

Samples: Ahold Finance Usa Inc, Royal Ahold, Royal Ahold

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of such minimum amount provided for by the terms of the Securities of any series is herein referred to as an “optional sinking fund payment”. The date on which a sinking fund payment is to be made is herein referred to as the “sinking fund payment date”. In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities of a series in cash, the Company may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired ~~(except through a mandatory sinking fund payment)~~ by the Company or receive credit for the principal amount of Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the Company and delivered to the Trustee for cancellation pursuant to Section 2.11, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this ~~Section,~~ Section or (c) receive credit for Securities of such series (not previously so credited) redeemed by the Company at the option of the Company pursuant to the terms of such Securities or through any optional sinking fund ~~payment~~payment pursuant to the terms of such Securities. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such ~~Securities~~Securities and the amount of mandatory sinking fund payment shall be reduced accordingly. On or before the sixtieth day next preceding each sinking fund payment date for any series, or such shorter period as shall be acceptable to the Trustee, the Company ~~will~~ shall deliver to the Trustee an Officers’ Certificate (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of specified Securities of such series and the basis for such ~~credit,~~ credit and (b) stating that none of the specified Securities of such series has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing and (d) stating whether or not the Company intends to exercise its right to make an optional sinking fund payment with respect to such ~~series and, if so, specifying the amount of such optional sinking fund payment which the Company intends to pay on or before the next succeeding sinking fund payment date~~series. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the Company to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section 2.11 to the Trustee with such Officers’ Certificate (or reasonably promptly thereafter if acceptable to the Trustee). Such Officers’ Certificate shall be irrevocable and upon its receipt by the Trustee the Company shall become ~~unconditionally~~ obligated to make all the cash ~~payments or~~ payments, delivery of Securities or crediting therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the Company, on or before any such sixtieth day, to deliver such ~~Officer’s~~ Officers’ Certificate and Securities specified in this paragraph, if any, shall not constitute a ~~default~~ Default but shall constitute, on and as of such date, the irrevocable election of the Company (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (ii) that the Company ~~will~~ shall make no optional sinking fund payment with respect to such series as provided in this Section. If the sinking fund payment or payments (mandatory or ~~optional or both~~optional) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 or the equivalent in foreign currency if to be paid out in such currency (or a lesser sum if the Company shall so request with respect to the Securities of any series), such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption price thereof together with accrued interest thereon to to, but excluding, the date fixed for redemption. If such amount shall be $50,000 (or such lesser sum) or less and the Company makes no such request then it shall be carried over until a sum in excess of $50,000 (or such lesser sum) is available. ~~The~~ If the Securities are held by a Depositary, the applicable operational procedures of the Depositary for selection of Securities for redemption will apply. If the Securities are not held by a Depositary, the Trustee shall select, in the manner provided in Section 3.02, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the Company) inform the Company of the serial numbers of the Securities of such series (or portions thereof) so selected. Securities shall be excluded from eligibility for redemption under this Section if they are identified by registration and certificate number in an Officers’ Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) the Company or (b) an entity specifically identified in such Officers’ Certificate as ~~directly or indirectly controlling or controlled by or under direct or indirect common control with~~ being an Affiliate of the Company. The Trustee, in the name and at the expense of the Company (or the Company, if it shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section 3.02 (and with the effect provided in Section 3.03) for the redemption of Securities of such series in part at the option of the Company. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the ~~Principal~~ principal of, premium, if any, and interest on, the Securities of such series at maturity. On or before 10:00 a.m. New York City time on each sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to the sinking fund payment date, the Company shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to to, but excluding, the date fixed for redemption on Securities or portions thereof to be redeemed on the next following sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or mail any notice of redemption of Securities of such series by operation of the sinking fund during the continuance of a Default in payment of interest on such Securities or of any Event of Default except that, where the mailing of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the Company a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such Default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such Default or Event of Default, be deemed to have been collected under Article 6 and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section 6.04 or the Default cured on or before the sixtieth day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.

Appears in 3 contracts

Samples: Indenture (TD AMERITRADE Online Holdings Corp.), Indenture (TD AMERITRADE Online Holdings Corp.), Td Ameritrade Holding Corp

Mandatory and Optional Sinking Funds. The provisions of this Section shall be applicable to any sinking fund for the retirement of Securities of any series except as otherwise specified in the Officer’s Certificate or indenture supplemental hereto for such Securities. The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment”, ,” and any payment in excess of such minimum amount provided for by the terms of the Securities of any series is herein referred to as an “optional sinking fund payment”. .” The date on which a sinking fund payment is to be made is herein referred to as the “sinking fund payment date”. .” In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the Company may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except through a mandatory sinking fund payment) by the Company or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the Company and delivered to the Trustee for cancellation pursuant to Section 2.11, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the Company at the option of the Company pursuant to the terms of such Securities or through any optional sinking fund payment. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such ~~Securities~~Securities and the amount of such sinking fund payment shall be reduced accordingly. On or before the sixtieth day next preceding each sinking fund payment date for any series, or such shorter period as shall be acceptable to the Trustee, the Company will deliver to the Trustee an Officers’ Certificate (a) specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities and (b) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of specified Securities of such series and the basis for such credit, (b) stating that none of the specified Securities of such series has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing and (d) stating whether or not the Company intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the Company intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the Company to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section 2.11 to the Trustee with such Officers’ Certificate (or reasonably promptly thereafter if acceptable to the Trustee). Such Officers’ Certificate shall be irrevocable and upon its receipt by the Trustee the Company shall become unconditionally obligated to make all the cash payments or delivery of Securities therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the Company, on or before any such sixtieth day, to deliver such Officer’s Certificate and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the Company (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (ii) that the Company will make no optional sinking fund payment with respect to such series as provided in this Section. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or a lesser sum if the Company shall so request with respect to the Securities of any series), such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption price thereof together with accrued interest thereon to the date fixed for redemption. If such amount shall be $50,000 (or such lesser sum) or less and the Company makes no such request then it shall be carried over until a sum in excess of $50,000 (or such lesser sum) is available. The Trustee shall select, in the manner provided in Section 3.02, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the Company) inform the Company of the serial numbers of the Securities of such series (or portions thereof) so selected. Securities shall be excluded from eligibility for redemption under this Section if they are identified by registration and certificate number in an Officers’ Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) the Company or (b) an entity specifically identified in such Officers’ Certificate as directly or indirectly controlling or controlled by or under direct or indirect common control with the Company. The Trustee, in the name and at the expense of the Company (or the Company, if it shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section 3.02 (and with the effect provided in Section 3.03) for the redemption of Securities of such series in part at the option of the Company. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the Principal of, and interest on, the Securities of such series at maturity. On or before 10:00 a.m. New York City time on each sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to the sinking fund payment date, the Company shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or mail any notice of redemption of Securities of such series by operation of the sinking fund during the continuance of a Default in payment of interest on such Securities or of any Event of Default except that, where the mailing of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the Company a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such Default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such Default or Event of Default, be deemed to have been collected under Article 6 and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section 6.04 or the Default cured on or before the sixtieth day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.

Appears in 3 contracts

Samples: Indenture (Avangrid, Inc.), Avangrid, Inc., Avangrid, Inc.

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of the Securities of any series is herein referred to as a “"mandatory sinking fund payment”, ," and any payment in excess of such minimum amount provided for by the terms of the Securities of any series is herein referred to as an “"optional sinking fund payment”. ." The date on which a sinking fund payment is to be made is herein referred to as the “"sinking fund payment date”. ." In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the Company may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except through a mandatory sinking fund payment) by the Company or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the Company and delivered to the Trustee for cancellation pursuant to Section 2.11, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the Company ~~at the option of the Company pursuant to the terms of such Securities or~~ through any optional sinking fund payment. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. On or before the sixtieth day next preceding each sinking fund payment date for any series, or such shorter period as shall be acceptable to the Trustee, the Company will deliver to the Trustee an Officers’ ' Certificate (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of specified Securities of such series and the basis for such credit, (b) stating that none of the specified Securities of such series has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing and (d) stating whether or not the Company intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the Company intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the Company to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section 2.11 to the Trustee with such Officers’ ' Certificate (or reasonably promptly thereafter if acceptable to the Trustee). Such Officers’ ' Certificate shall be irrevocable and upon its receipt by the Trustee the Company shall become unconditionally obligated to make all the cash payments or delivery of Securities therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the Company, on or before any such sixtieth day, to deliver such ~~Officer’s~~ Officers' Certificate and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the Company (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (ii) that the Company will make no optional sinking fund payment with respect to such series as provided in this Section. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or a lesser sum if the Company shall so request with respect to the Securities of any series), such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption price thereof together with accrued interest thereon to the date fixed for redemption. If such amount shall be $50,000 (or such lesser sum) or less and the Company makes no such request then it shall be carried over until a sum in excess of $50,000 (or such lesser sum) is available. The Trustee shall select, in the manner provided in Section 3.02, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the Company) inform the Company of the serial numbers of the Securities of such series (or portions thereof) so selected. Securities shall be excluded from eligibility for redemption under this Section if they are identified by registration and certificate number in an Officers’ ' Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) the Company or (b) an entity specifically identified in such Officers’ ' Certificate as directly or indirectly controlling or controlled by or under direct or indirect common control with the Company. The Trustee, in the name and at the expense of the Company (or the Company, if it shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section 3.02 (and with the effect provided in Section 3.03) for the redemption of Securities of such series in part at the option of the Company. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the Principal of, and interest on, the Securities of such series at maturity. On or before 10:00 ~~a.m.~~ a.m., New York City ~~time~~ time, on each ~~sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to the~~ sinking fund payment date, the Company shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or mail any notice of redemption of Securities of such series by operation of the sinking fund during the continuance of a Default in payment of interest on such Securities or of any Event of Default except that, where the mailing of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the Company a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such Default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such ~~Default~~ default or Event of Default, be deemed to have been collected under Article 6 and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section 6.04 or the Default cured on or before the sixtieth day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.

Appears in 3 contracts

Samples: Credit Suisse First Boston Usa Inc, Credit Suisse First Boston Usa Inc, Credit Suisse First Boston Usa Inc

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a ~~“mandatory sinking fund payment”~~"MANDATORY SINKING FUND PAYMENT", and any payment in excess of such minimum amount provided for by the terms of the Securities of any series is herein referred to as an ~~“optional sinking fund payment”~~"OPTIONAL SINKING FUND PAYMENT". The date on which a sinking fund payment is to be made is herein referred to as the ~~“sinking fund payment date”~~"SINKING FUND PAYMENT DATE". In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the Company may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except through a mandatory sinking fund payment) by the Company or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the Company and delivered to the Trustee for cancellation pursuant to Section 2.11, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the Company ~~at the option of the Company pursuant to the terms of such Securities or~~ through any optional sinking fund payment. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. On or before the sixtieth day next preceding each sinking fund payment date for any series, or such shorter period as shall be acceptable to the Trustee, the Company will deliver to the Trustee an Officers’ ' Certificate (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of specified Securities of such series and the basis for such credit, (b) stating that none of the specified Securities of such series has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing and (d) stating whether or not the Company intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the Company intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the Company to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section 2.11 to the Trustee with such Officers’ ' Certificate (or reasonably promptly thereafter if acceptable to the Trustee). Such Officers’ ' Certificate shall be irrevocable and upon its receipt by the Trustee the Company shall become unconditionally obligated to make all the cash payments or delivery of ~~Securities~~ securities therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the Company, on or before any such sixtieth day, to deliver such Officer’s 's Certificate and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the Company (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (ii) that the Company will make no optional sinking fund payment with respect to such series as provided in this Section. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or a lesser sum if the Company shall so request with respect to the Securities of any series), such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption price thereof together with accrued interest thereon to the date fixed for redemption. If such amount shall be $50,000 (or such lesser sum) or less and the Company makes no such request then it shall be carried over until a sum in excess of $50,000 (or such lesser sum) is available. The Trustee shall select, in the manner provided in Section 3.02, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such series to absorb said cash, as nearly as may be~~, and shall (if requested in writing by the Company) inform the Company of the serial numbers of the Securities of such series (or portions thereof) so selected~~. Securities shall be excluded from eligibility for redemption under this Section if they are identified by registration and certificate number in an Officers’ ' Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) the Company or (b) an entity specifically identified in such Officers’ ' Certificate as directly or indirectly controlling or controlled by or under direct or indirect common control with the Company. The Trustee, in the name and at the expense of the Company (or the Company, if it shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section 3.02 (and with the effect provided in Section 3.03) for the redemption of Securities of such series in part at the option of the Company. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the Principal of, and interest on, the Securities of such series at maturity. On or before 10:00 a.m. New York City time on each sinking fund payment ~~date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to the sinking fund payment~~ date, the Company shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or mail any notice of redemption of Securities of such series by operation of the sinking fund during the continuance of a Default in payment of interest on such Securities or of any Event of Default except that, where the mailing of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the Company a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such Default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such ~~Default~~ default or Event of Default, be deemed to have been collected under Article 6 and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section 6.04 or the Default cured on or before the sixtieth day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.

Appears in 3 contracts

Samples: Indenture (Choice One Communications Inc), Choice One Communications Inc, Choice One Communications Inc

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of the Securities of any series is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of such minimum amount provided for by the terms of ~~the~~ Securities of any series is herein referred to as an “optional sinking fund payment”. The date on which a sinking fund payment is to be made is herein referred to as the “sinking fund payment date”. In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the ~~Company~~ Issuer may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except ~~through a~~ upon redemption pursuant to the mandatory sinking ~~fund payment~~fund) by the ~~Company~~ Issuer or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the ~~Company~~ Issuer and delivered to the Trustee for cancellation pursuant to Section ~~2.11~~2.10, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the ~~Company at the option of the Company pursuant to~~ Issuer through any optional redemption provision contained in the terms of such ~~Securities or through any optional sinking fund payment~~series. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. On or before the sixtieth day next preceding each sinking fund payment date for any series, ~~or such shorter period as shall be acceptable to~~ the ~~Trustee, the Company~~ Issuer will deliver to the Trustee a written statement (which need not contain the statements required by Section 10.05) signed by an ~~Officers’ Certificate~~ authorized officer of the Issuer (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of ~~specified~~ Securities of such ~~series and the basis for such credit~~series, (b) stating that none of the ~~specified~~ Securities of such series has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing and (d) stating whether or not the ~~Company~~ Issuer intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the ~~Company~~ Issuer intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the ~~Company~~ Issuer to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section ~~2.11~~ 2.10 to the Trustee with such ~~Officers’ Certificate~~ written statement (or reasonably promptly thereafter if acceptable to the Trustee). Such ~~Officers’ Certificate~~ written statement shall be irrevocable and upon its receipt by the Trustee the ~~Company~~ Issuer shall become unconditionally obligated to make all the cash payments or ~~delivery of Securities~~ payments therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the ~~Company~~Issuer, on or before any such sixtieth day, to deliver such ~~Officer’s Certificate~~ written statement and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the ~~Company~~ Issuer (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (ii) that the ~~Company~~ Issuer will make no optional sinking fund payment with respect to such series as provided in this Section. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or a lesser sum if the ~~Company~~ Issuer shall so ~~request~~ request) with respect to the Securities of any particular series), such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption price ~~thereof~~ together with accrued interest ~~thereon~~ to the date fixed for redemption. If such amount shall be $50,000 ~~(or such lesser sum)~~ or less and the ~~Company~~ Issuer makes no such request then it shall be carried over until a sum in excess of $50,000 ~~(or such lesser sum)~~ is available. The Trustee shall select, in the manner provided in Section ~~3.02~~11.02, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the ~~Company~~Issuer) inform the ~~Company~~ Issuer of the serial numbers of the Securities of such series (or portions thereof) so selected. Securities ~~shall be excluded from eligibility for redemption under this Section if they~~ of any series which are identified by registration and certificate number in an Officers’ Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) owned by the ~~Company~~ Issuer or ~~(b)~~ an entity ~~specifically identified in such Officers’ Certificate as~~ known by the Trustee to be directly or indirectly controlling or controlled by or under direct or indirect common control with the ~~Company~~Issuer, as shown by the Security register, and not known to the Trustee to have been pledged or hypothecated by the Issuer or any such entity or (b) identified in an Officers’ Certificate at least 60 days prior to the sinking fund payment date as being beneficially owned by, and not pledged or hypothecated by, the Issuer or an entity directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer shall be excluded from Securities of such series eligible for selection for redemption. The Trustee, in the name and at the expense of the ~~Company~~ Issuer (or the ~~Company~~Issuer, if it shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section ~~3.02~~ 11.02 (and with the effect provided in Section ~~3.03~~11.03) for the redemption of Securities of such series in part at the option of the ~~Company~~Issuer. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the ~~Principal~~ principal of, and interest on, the Securities of such series at maturity. On or before ~~10:00 a.m. New York City time on~~ each ~~sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to the~~ sinking fund payment date, the ~~Company~~ Issuer shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or ~~mail~~ give any notice of redemption of Securities of for such series by operation of the sinking fund during the continuance of a ~~Default~~ default in payment of interest on such Securities or of any Event of Default except that, where the mailing of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the ~~Company~~ Issuer a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such ~~Default~~ default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such ~~Default~~ default or Event of Default, be deemed to have been collected under Article 6 4 and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section ~~6.04~~ 4.10 or the ~~Default~~ default cured on or before the sixtieth day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.

Appears in 3 contracts

Samples: Orbotech LTD, Teva Pharmaceutical Industries LTD, Orbotech LTD

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of Securities of any ~~series~~ Series is herein referred to as a “mandatory sinking fund payment”, ,” and any payment in excess of such minimum amount provided for by the terms of ~~the~~ Securities of any ~~series~~ Series is herein referred to as an “optional sinking fund payment”. .” The date on which a sinking fund payment is to be made is herein referred to as the “sinking fund payment date”. .” In lieu of making all or any part of any mandatory sinking fund payment with respect to any ~~series~~ Series of Securities in cash, the Company or the Guarantor may at its option (a) deliver to the Trustee Securities of such ~~series~~ Series theretofore purchased or otherwise acquired (except ~~through a~~ upon redemption pursuant to the mandatory sinking ~~fund payment~~fund) by the Company or the Guarantor or receive credit for Securities of such ~~series~~ Series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the Company or the Guarantor and delivered to the Trustee for cancellation pursuant to Section ~~2.11~~2.10, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of such ~~series~~ Series (not previously so credited) redeemed by the Company at or the ~~option of the Company pursuant to~~ Guarantor through any optional redemption provision contained in the terms of such ~~Securities or through any optional sinking fund payment~~Series. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. On or before the ~~sixtieth~~ forty-fifth day next preceding each sinking fund payment date for any ~~series, or such shorter period as shall be acceptable to the Trustee~~Series of Securities, the Company or the Guarantor will deliver to the Trustee a written statement (which need not contain the statements required by Section 11.5) signed by an ~~Officers’ Certificate~~ Officer of the Company or the Guarantor, as the case may be, (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash in the currency in which the Securities of such Series are payable (except as otherwise specified pursuant to Section 2.3 for the Securities of such Series and except as provided in Section 2.12(b), (d) and (e) hereof), and the portion to be satisfied by credit of ~~specified~~ Securities of such ~~series and the basis for such credit~~Series, (b) stating that none of the ~~specified~~ Securities of such ~~series~~ Series has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such ~~series~~ Series have occurred (which have not been waived or cured) and are ~~continuing and~~ continuing, (d) stating whether or not the Company or the Guarantor, as the case may be, intends to exercise its right to make an optional sinking fund payment with respect to such ~~series~~ Series and, if so, specifying the amount of such optional sinking fund payment which the Company or the Guarantor, as the case may be, intends to pay on or before the next succeeding sinking fund payment date and (e) specifying such sinking fund payment date. Any Securities of such ~~series~~ Series to be credited and required to be delivered to the Trustee in order for the Company or the Guarantor, as the case may be, to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section ~~2.11~~ 2.10 to the Trustee with such ~~Officers’ Certificate~~ written statement (or reasonably promptly thereafter if acceptable to the Trustee). Such ~~Officers’ Certificate~~ written statement shall be irrevocable and upon its receipt by the Trustee the Company and the Guarantor shall become unconditionally obligated to make all the cash payments or ~~delivery of Securities~~ payments therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the ~~Company~~Company or the Guarantor, on or before any such sixtieth day, to deliver such ~~Officer’s Certificate~~ written statement and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the Company or the Guarantor (i) that the mandatory sinking fund payment for such ~~series~~ Series due on the next succeeding sinking fund payment date shall be paid entirely in cash (in the currency described above) without the option to deliver or credit Securities of such ~~series~~ Series in respect thereof and (ii) that the Company or the Guarantor will make no optional sinking fund payment with respect to such ~~series~~ Series as provided in this Section. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash (in the currency described above) on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $~~50,000~~ 100,000, or the equivalent in the currency in which the Securities of such Series are payable (or a lesser sum if the Company or the Guarantor shall so ~~request~~ request) with respect to the Securities of any ~~series)~~particular Series, such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such ~~series~~ Series at the sinking fund redemption price ~~thereof~~ together with accrued interest ~~thereon~~ to the date fixed for redemption. If such amount shall be $~~50,000 (~~100,000, or the equivalent in the currency in which the Securities of such ~~lesser sum)~~ Series are payable, or less and the Company or the Guarantor makes no such request then it shall be carried over until a sum in excess of $~~50,000 (~~100,000, or the equivalent in the currency in which the Securities of such ~~lesser sum)~~ Series are payable, is available. The Trustee shall select, in the manner provided in Section ~~3.02~~12.2, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such ~~series~~ Series to absorb said cash, as nearly as may bebe possible, and shall (if requested in writing by the ~~Company~~Company or the Guarantor) inform the Company or the Guarantor of the serial numbers of the Securities of such ~~series~~ Series (or portions thereof) so selected. Securities ~~shall be excluded from eligibility for redemption under this Section if they~~ of any Series which are identified by registration and certificate number in an Officers’ Certificate ~~delivered to the Trustee~~ at least 60 days prior to the sinking fund payment date as being beneficially owned ~~of record and beneficially~~ by, and not pledged or hypothecated ~~by either (a)~~ by, the ~~Company~~ Company, the Guarantor or ~~(b)~~ an entity ~~specifically identified in such Officers’ Certificate as~~ directly or indirectly controlling or controlled by or under direct or indirect common control with the ~~Company~~Company or the Guarantor shall be excluded from Securities of such Series eligible for selection for redemption. The Trustee, in the name and at the expense of the Company or the Guarantor (or the ~~Company~~Company or the Guarantor, if it shall so ~~request~~ notify the Trustee in writing) shall cause notice of redemption of the Securities of such ~~series~~ Series to be given in substantially the manner provided in Section ~~3.02~~ 12.2 (and with the effect provided in Section ~~3.03~~12.3) for the redemption of Securities of such ~~series~~ Series in part at the option of the Company. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such ~~series~~ Series shall be added to the next cash sinking fund payment for such ~~series~~ Series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the ~~stated maturity~~ Stated Maturity date of the Securities of any particular ~~series~~ Series (or earlier, if such ~~maturity~~ Maturity is accelerated), which are not held for the payment or redemption of particular Securities of such ~~series~~ Series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the ~~Principal~~ principal of, and interest on, the Securities of such ~~series~~ Series at ~~maturity~~Maturity. On The Trustee shall not convert any currency in which the Securities of such Series are payable for the purposes of such sinking fund application unless specifically requested to do so by the Company or ~~before 10:00 a.m.~~ the Guarantor, and any such conversion agreed to by the Trustee in response to such request shall be for the account and at the expense of the Company or the Guarantor and shall not affect the Company’s or the Guarantor’s obligation to pay the Holders in the currency to which such Holder may be entitled. Not later than 9:00 a.m., New York ~~City time~~ time, on ~~each sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to~~ the sinking fund payment date, the Company or the Guarantor shall ~~pay~~ have paid to the Trustee in cash (in the currency described in the third paragraph of this Section 12.5) or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a ~~series~~ Series with sinking fund moneys or mail or publish any notice of redemption of Securities of for such ~~series~~ Series by operation of the sinking fund during the continuance of a ~~Default~~ default in payment of interest on such Securities or of any Event of Default except that, where the mailing or publication of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the Company or the Guarantor a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such ~~series~~ Series at the time when any such ~~Default or~~ Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such ~~Default or~~ Event of Default, be deemed to have been collected under Article 6 Five and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section ~~6.04~~ 5.10 or the ~~Default~~ default cured on or before the sixtieth day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.

Appears in 3 contracts

Samples: Indenture (Max Re Capital LTD), Max USA Holdings Ltd., Max USA Holdings Ltd.

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of such minimum amount provided for by the terms of ~~the~~ Securities of any series is herein referred to as an “optional sinking fund payment”. The date on which a sinking fund payment is to be made is herein referred to as the “sinking fund payment date”. In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the Company may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except ~~through a~~ upon redemption pursuant to the mandatory sinking ~~fund payment~~fund) by the Company or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the Company and delivered to the Trustee for cancellation pursuant to Section 2.11, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the Company ~~at the option of the Company pursuant to~~ through any optional redemption provision contained in the terms of such ~~Securities or through any optional sinking fund payment~~series. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. On or before the sixtieth day next preceding each sinking fund payment date for any ~~series, or such shorter period as shall be acceptable to the Trustee~~series of Securities, the Company will deliver to the Trustee an Officers’ Certificate (which need not contain the statements required by Section 1.2) (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of ~~specified~~ Securities of such ~~series and the basis for such credit~~series, (b) stating that none of the ~~specified~~ Securities of such series has theretofore been so credited, (c) stating that no defaults in the payment of interest (including additional amounts payable under Section 3.1(b)), if any, or Events of Default with respect to such series have occurred (which have not been 70 waived or cured) and are ~~continuing~~ continuing, and (d) stating whether or not the Company intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the Company intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the Company to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section 2.11 to the Trustee with such Officers’ Certificate (or reasonably promptly thereafter if acceptable to the Trustee). Such Officers’ Certificate shall be irrevocable and upon its receipt by the Trustee the Company shall become unconditionally obligated to make all the cash payments or ~~delivery of Securities~~ payments therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the Company, on or before any such sixtieth day, to deliver such ~~Officer’s~~ Officers’ Certificate and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the Company (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (ii) that the Company will make no optional sinking fund payment with respect to such series as provided in this Section. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or a lesser sum if the Company shall so ~~request~~ request) with respect to the Securities of any particular series), such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption price ~~thereof~~ together with accrued interest ~~thereon~~ to the date fixed for redemption. If such amount shall be $50,000 ~~(or such lesser sum)~~ or less and the Company makes no such request then it shall be carried over until a sum in excess of $50,000 ~~(or such lesser sum)~~ is available. The Trustee shall select, in the manner provided in ~~Section 3.02~~Sections 11.3 and 11.6, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the Company) inform the Company of the serial numbers or other distinguishing symbols of the Securities of such series (or portions thereof) so selected. Securities shall be excluded from eligibility for redemption under this Section if they are identified by registration and certificate number in an Officers’ Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) the Company or (b) an entity specifically identified in such Officers’ Certificate as directly or indirectly controlling or controlled by or under direct or indirect common control with the Company. The Trustee, in the name and at the expense of the Company (or the Company, if it shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section ~~3.02~~ 11.3 (and with the effect provided in Section ~~3.03~~11.5) for the redemption of Securities of such series in part at the option of the Company. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the ~~Principal of,~~ principal of and interest on(including additional amounts payable under Section 3.1(b)), if any, on the Securities of such series at maturity. ~~On or before 10:00 a.m. New York City time on each sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the~~ At least one Business Day ~~prior to the~~ before each sinking fund payment date, the Company shall pay to the Trustee in cash or shall otherwise provide for the payment of of, all interest (including additional amounts payable under Section 3.1(b)), if any, accrued to the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or mail any notice of redemption of Securities of such series by operation of the sinking fund during the continuance of a ~~Default~~ default in payment of interest ~~on such Securities~~ or of any Event of Default on such Securities except that, where the mailing of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the Company a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such ~~Default~~ default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such ~~Default~~ default or Event of Default, be deemed to have been collected under Article 6 Five and held for the payment of all Securities of such ~~Securities~~series. In case such Event of Default shall have been waived as provided in Section ~~6.04~~ 5.10 or the ~~Default~~ default cured on or before the sixtieth day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.

Appears in 3 contracts

Samples: Indenture (Hanson PLC), Indenture (Hanson PLC), Indenture (Hanson PLC)

Appears in 3 contracts

Samples: Indenture (Aes Trust Ii), Indenture (Aes Trust V), Subordinated Indenture (Aes Trust V)

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment”, ,” and any payment in excess of such minimum amount provided for by the terms of ~~the~~ Securities of any series is herein referred to as an “optional sinking fund payment”. .” The last date on which a sinking fund payment ~~is to~~ may be made in each year is herein referred to as the “sinking fund payment date”. .” In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the ~~Company~~ Issuer may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except ~~through a~~ upon redemption pursuant to the mandatory sinking ~~fund payment~~fund) by the ~~Company~~ Issuer or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the ~~Company~~ Issuer and delivered to the Trustee for cancellation pursuant to Section ~~2.11, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section~~2.10, or (cb) receive credit for Securities of such series (not previously so credited) redeemed ~~by the Company~~ either at the ~~option~~ election of the ~~Company~~ Issuer pursuant to the terms of such Securities or through ~~any~~ the application of permitted optional sinking fund ~~payment~~payments pursuant to the terms of such Securities. Securities so delivered or credited shall be received or and credited by the Trustee at the sinking fund redemption price specified in such Securities. On or before the ~~sixtieth~~ 45th day next preceding each sinking fund payment date for any series, ~~or such shorter period as shall be acceptable to~~ the ~~Trustee, the Company~~ Issuer will deliver to the Trustee a written statement (which need not contain the statements required by Section 11.5) signed by an ~~Officers’ Certificate~~ Officer of the Issuer (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by delivery and credit of ~~specified~~ Securities of such ~~series and the basis for such credit~~series, (b) stating that none of the ~~specified~~ Securities of such series to be delivered and credited has theretofore been so delivered and credited, (c) stating that no ~~defaults in the payment of interest or~~ Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing and (d) stating whether or not the ~~Company~~ Issuer intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the ~~Company~~ Issuer intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the ~~Company~~ Issuer to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section ~~2.11~~ 2.10 to the Trustee with such ~~Officers’ Certificate~~ written statement (or reasonably promptly thereafter if acceptable to the Trustee). Such ~~Officers’ Certificate~~ written statement shall be irrevocable and upon its receipt by the Trustee the ~~Company~~ Issuer shall become unconditionally obligated to make ~~all~~ the cash payment or payments ~~or delivery of Securities~~ therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the ~~Company~~Issuer, on or before any such ~~sixtieth~~ 45th day, to deliver such ~~Officer’s Certificate~~ written statement and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the ~~Company~~ Issuer (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (ii) that the ~~Company~~ Issuer will make no optional sinking fund payment with respect to such series as provided in this Section. If the sinking fund payment or payments (mandatory or optional or both) ~~to be~~ made in cash ~~on the next succeeding sinking fund payment date~~ plus any unused balance of any preceding sinking fund payments made in ~~cash~~ funds shall exceed $50,000 (or a lesser sum if the ~~Company~~ Issuer shall so ~~request~~ request) with respect to the Securities of any particular series), such ~~cash~~ funds shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption price ~~thereof~~ together with accrued interest ~~thereon~~ to the date fixed for redemption. If such amount shall be $50,000 ~~(or such lesser sum)~~ or less and the ~~Company~~ Issuer makes no such request then it shall be carried over until a sum in excess of $50,000 ~~(or such lesser sum)~~ is available. ~~The Trustee~~ Securities shall ~~select~~be selected, in the manner provided in Section ~~3.02~~12.2, for redemption on such sinking fund payment date so that a sufficient principal amount of Securities of such series to shall absorb said ~~cash~~funds, as nearly as may be, and the Trustee shall (if requested in writing by the ~~Company~~Issuer) inform the ~~Company~~ Issuer of the serial numbers of the Securities of such series (or portions thereof) so selected. Securities shall be excluded from eligibility for redemption under this Section if they are identified by registration and certificate number in an Officers’ Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) the Company or (b) an entity specifically identified in such Officers’ Certificate as directly or indirectly controlling or controlled by or under direct or indirect common control with the Company. The Trustee, in the name and at the expense of the ~~Company~~ Issuer (or the ~~Company~~Issuer, if it shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section ~~3.02~~ 12.2 (and with the effect provided in Section ~~3.03~~12.3) for the redemption of Securities of such series in part at the option of the ~~Company~~Issuer. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund payment ~~for such series~~ and, together with such payment, shall be applied in accordance with the provisions of this ~~Section~~Section 12.4. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the ~~Principal~~ principal of, premium, if any, and interest on, the Securities of such series at maturity. On or ~~before 10:00 a.m. New York City time on each sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day~~ prior to ~~the~~ each sinking fund payment date, the ~~Company~~ Issuer shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to to, but not including, the date fixed for redemption on Securities to be redeemed on ~~the next following~~ such sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or ~~mail~~ send any notice of redemption of Securities of for such series by operation of the sinking fund during the continuance of a ~~Default~~ default in payment of interest on such Securities or of any Event of Default except that, where the ~~mailing~~ sending of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the ~~Company~~ Issuer a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such ~~Default~~ default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such ~~Default~~ default or Event of Default, be deemed to have been collected under Article 6 Five and held for the payment of all Securities of such ~~Securities~~series. In case such Event of Default shall have been waived as provided in Section ~~6.04~~ 5.10 or the ~~Default~~ default cured on or before the ~~sixtieth~~ 45th day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.

Appears in 2 contracts

Samples: Indenture (Air Products & Chemicals Inc /De/), Air Products And (Air Products & Chemicals Inc /De/)

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of any Series of Securities ~~of any series~~ is herein referred to as a “"mandatory sinking fund payment”, ," and any payment in excess of such minimum amount provided for by the terms of ~~the~~ any Series of Securities ~~of any series~~ is herein referred to as an “"optional sinking fund payment”. ." The date on which a sinking fund payment is to be made is herein referred to as the “"sinking fund payment date”". In lieu of making all or any part of any mandatory sinking fund payment with respect to any ~~series~~ Series of Securities in cash, the Company may at its option (a) deliver to the Trustee Securities of such ~~series~~ Series theretofore purchased or otherwise acquired (except ~~through a~~ upon redemption pursuant to the mandatory sinking ~~fund payment~~fund) by the Company or receive credit for Securities of such ~~series~~ Series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the Company and delivered to the Trustee for cancellation pursuant to Section ~~2.11~~2.12, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of such ~~series~~ Series (not previously so credited) redeemed by the Company ~~at the option of the Company pursuant to~~ through any optional redemption provision contained in the terms of such ~~Securities or through any optional sinking fund payment~~Series. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. On or before the sixtieth day next preceding each sinking fund payment date for any ~~series, or such shorter period as shall be acceptable to the Trustee~~Series, the Company will deliver to the Trustee a written statement signed by an ~~Officers’ Certificate~~ authorized officer of the Company (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of ~~specified~~ Securities of such ~~series and the basis for such credit~~Series, (b) stating that none of the ~~specified~~ Securities of such ~~series~~ Series has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such ~~series~~ Series have occurred (which have not been waived or cured) and are ~~continuing and~~ continuing, (d) stating whether or not the Company intends to exercise its right to make an optional sinking fund payment with respect to such ~~series~~ Series and, if so, specifying the amount of such optional sinking fund payment which the Company intends to pay on or before the next succeeding sinking fund payment date, and (e) specifying such sinking fund payment date. Any Securities of such ~~series~~ Series to be credited and required to be delivered to the Trustee in order for the Company to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section ~~2.11~~ 2.12 to the Trustee with such ~~Officers’ Certificate~~ written statement (or reasonably promptly thereafter if acceptable to the Trustee). Such ~~Officers’ Certificate~~ written statement shall be irrevocable and upon its receipt by the Trustee the Company shall become unconditionally obligated to make all the cash payments or ~~delivery of Securities~~ payments therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the Company, on or before any such sixtieth day, to deliver such ~~Officer’s Certificate~~ written statement and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the Company (i) that the mandatory sinking fund payment for such ~~series~~ Series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such ~~series~~ Series in respect thereof and (ii) that the Company will make no optional sinking fund payment with respect to such ~~series~~ Series as provided in this Section. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or a lesser sum if the Company shall so ~~request~~ request) with respect to the Securities of any ~~series)~~particular Series, such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such ~~series~~ Series at the sinking fund redemption price ~~thereof~~ together with accrued interest ~~thereon~~ to the date fixed for redemption. If such amount shall be $50,000 ~~(or such lesser sum)~~ or less and the Company makes no such request then it shall be carried over until a sum in excess of $50,000 ~~(or such lesser sum)~~ is available. The Trustee shall select, in the manner provided in Section 3.02, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such ~~series~~ Series to absorb said cash, as nearly as may bebe possible, and shall (if requested in writing by the Company) inform the Company of the serial numbers of the Securities of such ~~series~~ Series (or portions thereof) so selected. Securities ~~shall be excluded from eligibility for redemption under this Section if they~~ of any Series which are identified by registration and certificate number in an Officers’ Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) owned by the Company or ~~(b)~~ an entity ~~specifically identified in such Officers’ Certificate as~~ known by the Trustee to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, as shown by the Security register, and not known to the Trustee to have been pledged or hypothecated by the Company or any such entity or (b) identified in an Officers' Certificate at least 60 days prior to the sinking fund payment date as being beneficially owned by, and not pledged or hypothecated by, the Company or an entity directly or indirectly controlling or controlled by or under direct or indirect common control with the Company shall be excluded from Securities of such Series eligible for selection for redemption. The Trustee, in the name and at the expense of the Company (or the Company, if it shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such ~~series~~ Series to be given in substantially the manner provided in Section ~~3.02~~ 3.03 (and with the effect provided in Section ~~3.03~~3.04) for the redemption of Securities of such ~~series~~ Series in part at the option of the Company. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such ~~series~~ Series shall be added to the next cash sinking fund payment for such ~~series~~ Series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular ~~series~~ Series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such ~~series~~ Series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the ~~Principal~~ principal of, and interest on, the Securities of such ~~series~~ Series at maturity. ~~On or~~ At least one business day before ~~10:00 a.m. New York City time on~~ each ~~sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to the~~ sinking fund payment date, the Company shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a ~~series~~ Series with sinking fund moneys or mail any notice of redemption of Securities of for such ~~series~~ Series by operation of the sinking fund during the continuance of a ~~Default~~ default in payment of interest on such Securities or of any Event of Default except that, where the mailing of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the Company a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such ~~series~~ Series at the time when any such ~~Default~~ default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such ~~Default~~ default or Event of Default, be deemed to have been collected under Article 6 Six and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section ~~6.04~~ 6.06 or the ~~Default~~ default cured on or before the sixtieth day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.

Appears in 2 contracts

Samples: At&t Capital Corp /De/, At&t Capital Corp /De/

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of such minimum amount provided for by the terms of the Securities of any series is herein referred to as an “optional sinking fund payment”. The date on which a sinking fund payment is to be made is herein referred to as the “sinking fund payment date”. In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the Company may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except through a mandatory sinking fund payment) by the Company or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the Company and delivered to the Trustee for cancellation pursuant to Section 2.11, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the Company at the option of the Company pursuant to the terms of such Securities or through any optional sinking fund payment. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. On or before the ~~sixtieth~~ thirtieth day next preceding each sinking fund payment date for any series, or such shorter period as shall be acceptable to the Trustee, the Company will deliver to the Trustee an Officers’ Certificate (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of specified Securities of such series and the basis for such credit, (b) stating that none of the specified Securities of such series has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing and (d) stating whether or not the Company intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the Company intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the Company to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section 2.11 to the Trustee with such Officers’ Certificate (or reasonably promptly thereafter if acceptable to the Trustee). Such Officers’ Certificate shall be irrevocable and upon its receipt by the Trustee the Company shall become unconditionally obligated to make all the cash payments or delivery of Securities therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the Company, on or before any such ~~sixtieth~~ thirtieth day, to deliver such Officer’s Certificate and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the Company (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (ii) that the Company will make no optional sinking fund payment with respect to such series as provided in this Section. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or a lesser sum if the Company shall so request with respect to the Securities of any series), such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption price thereof together with accrued interest thereon to the date fixed for redemption. If such amount shall be $50,000 (or such lesser sum) or less and the Company makes no such request then it shall be carried over until a sum in excess of $50,000 (or such lesser sum) is available. The Trustee shall select, in the manner provided in Section 3.02, for redemption on such sinking fund payment date a sufficient ~~principal~~ Principal amount of Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the Company) inform the Company of the serial numbers of the Securities of such series (or portions thereof) so selected. Securities shall be excluded from eligibility for redemption under this Section if they are identified by registration and certificate number in an Officers’ Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) the Company or (b) an entity specifically identified in such Officers’ Certificate as directly or indirectly controlling or controlled by or under direct or indirect common control with the Company. The Trustee, in the name and at the expense of the Company (or the Company, if it shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section 3.02 (and with the effect provided in Section 3.03) for the redemption of Securities of such series in part at the option of the Company. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the Principal of, premium, if any, and interest on, the Securities of such series at maturity. On or before 10:00 a.m. New York City time on each sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to the sinking fund payment date, the Company shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or mail any notice of redemption of Securities of such series by operation of the sinking fund during the continuance of a Default in payment of interest on such Securities or of any Event of Default except that, where the mailing of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the Company a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such Default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such Default or Event of Default, be deemed to have been collected under Article 6 7 and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section ~~6.04~~ 7.04 or the Default cured on or before the ~~sixtieth~~ thirtieth day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.

Appears in 2 contracts

Samples: Senior Indenture (Ak Steel Holding Corp), Ak Steel Corp

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “"mandatory sinking fund payment”", and any payment in excess of such minimum amount provided for by the terms of ~~the~~ Securities of any series is herein referred to as an “"optional sinking fund payment”". The date on which a sinking fund payment is to be made is herein referred to as the “"sinking fund payment date”". In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the ~~Company~~ Issuer may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except ~~through a~~ upon redemption pursuant to the mandatory sinking ~~fund payment~~fund) by the ~~Company~~ Issuer or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the ~~Company~~ Issuer and delivered to the Trustee for cancellation pursuant to Section ~~2.11~~2.12, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the ~~Company at the option of the Company pursuant to~~ Issuer through any optional redemption provision contained in the terms of Securities of such ~~Securities or through any optional sinking fund payment~~series. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities, and the amount of such mandatory sinking fund payment shall be reduced accordingly. On or before the sixtieth day next preceding each sinking fund payment date for any ~~series, or such shorter period as shall be acceptable to the Trustee~~series of Securities, the ~~Company~~ Issuer will deliver to the Trustee a certificate of the Issuer (which need not contain the statements required by the Trust Indenture Act of 1939) signed by an officer of the Issuer who is one of the officers authorized to sign an Officers’ ' Certificate (a) specifying the ~~portion~~ portion, if any, of the mandatory sinking fund payment to be satisfied by payment of cash and the ~~portion~~ portion, if any, to be satisfied by credit of ~~specified~~ Securities of such ~~series and the basis for such credit~~series, (b) stating that none of ~~the specified~~ such Securities ~~of such series~~ has theretofore been so credited, (c) stating that no ~~defaults in the payment of interest or Events~~ Event of Default with respect to such series ~~have~~ has occurred (which ~~have~~ has not been waived or cured) and ~~are~~ is continuing and (d) stating whether or not the ~~Company~~ Issuer intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the ~~Company~~ Issuer intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the ~~Company~~ Issuer to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section ~~2.11~~ 2.12 to the Trustee with such ~~Officers’ Certificate (or reasonably promptly thereafter if acceptable to the Trustee)~~certificate. Such ~~Officers’ Certificate~~ certificate shall be irrevocable and upon its receipt by the Trustee the ~~Company~~ Issuer shall become ~~unconditionally~~ obligated to make all the cash payments or ~~delivery of Securities~~ payments therein referred to, if ~~any~~any (which cash may be deposited with the Trustee or with one or more paying agents or, if the Issuer is acting as its own paying agent, segregated and held in trust as required by the Trust Indenture Act of 1939), on or before the next succeeding sinking fund payment date. Failure of the ~~Company~~Issuer, on or before any such sixtieth day, to deliver such ~~Officer’s Certificate~~ certificate and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the ~~Company~~ Issuer (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (ii) that the ~~Company~~ Issuer will make no optional sinking fund payment with respect to such series as provided in this Section. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed U.S. $~~50,000~~ 100,000 or, if payments on Securities of such series are to be made in a currency other than Dollars or in units or composites of two more currencies, the equivalent thereof (based upon the Market Exchange Rate on the sixtieth day preceding the relevant sinking fund payment date or if the Market Exchange Rate is not available for such date, the immediately preceding date for which the Market Exchange Rate is available) in the relevant currency or unit or composite currency (or such other amount as is specified for a particular series of Securities pursuant to Section 2.5), or a lesser sum if the ~~Company~~ Issuer shall so ~~request~~ request, with respect to the Securities of any particular series), such cash shall be applied by the Trustee (or by the Issuer if the Issuer is acting as its own paying agent) on the ~~next succeeding~~ sinking fund payment date on which such payment is made (or, if such payment is made before a sinking fund payment date, on the next sinking fund payment date following the date of such payment) to the redemption of such Securities ~~of such series~~ at the sinking fund redemption price ~~thereof~~ specified in such Securities for operation of the sinking fund together with accrued ~~interest thereon~~ interest, if any, to the date fixed for redemption. If such amount shall be U.S. $~~50,000~~ 100,000 or, if payments on Securities of such series are to be made in a currency other than Dollars or in units or composites of two more currencies, the equivalent thereof (based upon the Market Exchange Rate on the sixtieth day preceding the relevant sinking fund payment date or if the Market Exchange Rate is not available for such date, the immediately preceding date for which the Market Exchange Rate is available) in the relevant currency or unit or composite currency (or such ~~lesser sum)~~ other amount as is specified for the particular series pursuant to Section 2.5), or less and the ~~Company~~ Issuer makes no such request then it shall be carried over until a sum in excess of U.S. $~~50,000 (~~100,000, or ~~such lesser sum)~~ the equivalent thereof in the relevant currency or unit or composite currency, is available. The Trustee shall select, in the manner provided in Section ~~3.02~~10.2, for redemption on such sinking fund payment ~~date a sufficient principal amount of~~ date, Securities of such series with respect to ~~absorb said cash, as nearly as may be,~~ which cash payment of the applicable sinking fund redemption price will be made and shall (if requested in writing by the ~~Company~~Issuer) inform the ~~Company~~ Issuer of the serial numbers or other distinguishing symbols of the Securities of such series (or portions thereof) so selected. ~~Securities~~ If the Trustee shall be ~~excluded from eligibility~~ required to select Securities of any series for ~~redemption under this Section if they are identified by registration~~ the sinking fund and ~~certificate number in an Officers’ Certificate delivered to~~ is not acting as repository of the ~~Trustee~~ Register for such series, at least 60 days prior to the sinking fund payment date ~~as being owned~~ the Issuer shall furnish to the Trustee a current list of ~~record and beneficially by, and not pledged or hypothecated by either~~ all Outstanding Securities of such series. Securities of any series which are (a) owned by the ~~Company~~ Issuer or ~~(b)~~ an entity ~~specifically identified in such Officers’ Certificate as~~ actually known by the Trustee to be directly or indirectly controlling or controlled by or under direct or indirect common control with the ~~Company~~Issuer, as shown by the Register, and not known to the Trustee to have been pledged or hypothecated by the Issuer or any such entity or (b) identified in an Officers' Certificate at least 60 days prior to the sinking fund payment date as being beneficially owned by, and not pledged or hypothecated by, the Issuer or an entity directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer, shall be excluded from Securities of such series eligible for selection for redemption. The Trustee, in the name and at the expense of the ~~Company~~ Issuer (or the ~~Company~~Issuer, if it shall so ~~request~~ notify the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section ~~3.02~~ 10.2, except that the notice of redemption shall also state that the Securities are being redeemed by operation of the sinking fund (and with the effect provided in Section ~~3.03~~10.3) for the redemption of Securities of such series which, if applicable, is in part at the option of the ~~Company~~Issuer. The amount of any sinking fund payments not so applied or allocated by the Trustee to the redemption of Securities of such series shall be added to the next cash sinking fund payment received by the Trustee for such series and, together with such ~~payment~~payment (or such amount so segregated), shall be applied in accordance with the provisions of this ~~Section~~Section 10.5. Any and all sinking fund moneys held by the Trustee on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be ~~applied~~applied by the Trustee, together with other moneys, if necessary, sufficient for the purpose, to the payment of the ~~Principal~~ principal of, and interest on, the Securities of such series at maturity. On or before ~~10:00 a.m. New York City time on~~ each ~~sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to the~~ sinking fund payment date, the ~~Company~~ Issuer shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities (or portions thereof) to be redeemed on ~~the next following~~ such sinking fund payment date. ~~The~~ Neither the Issuer nor the Trustee shall ~~not~~ redeem or cause to be redeemed any Securities of a series with sinking fund moneys or mail any notice of redemption of Securities of for such series by operation of the sinking fund during the continuance of a ~~Default~~ default in payment of ~~interest~~ interest, if any, on such Securities or of any Event of Default (other than an Event of Default occurring as a consequence of this paragraph, with respect to such Securities) except that, where the mailing of notice of redemption of any Securities shall theretofore have been made, the Trustee (or the Issuer if the Issuer is acting as its own paying agent) shall redeem or cause to be redeemed such Securities, provided that it shall have received from the ~~Company~~ Issuer a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such ~~Default~~ default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such ~~Default~~ default or Event of Default, be deemed to have been collected under Article 6 Four and held for the payment of all such Securities. In Notwithstanding anything in the foregoing to the contrary, in case such default or Event of Default shall have been waived as provided in Section ~~6.04~~ 4.9 or the default or Event of Default cured on or before the sixtieth day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section 10.5 to the redemption of such Securities.

Appears in 2 contracts

Samples: Stolt Offshore S A, Stolt Offshore S A

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of the Securities of any series is herein referred to as a “"mandatory sinking fund payment”, ," and any payment in excess of such minimum amount provided for by the terms of the Securities of any series is herein referred to as an “"optional sinking fund payment”. ." The date on which a sinking fund payment is to be made is herein referred to as the “"sinking fund payment date”. ." In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the ~~Company~~ Issuer may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except ~~through a~~ upon redemption pursuant to the mandatory sinking ~~fund payment~~fund) by the ~~Company~~ Issuer or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the ~~Company~~ Issuer and delivered to the Trustee for cancellation pursuant to Section ~~2.11~~2.10, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this ~~Section~~Section 12.5, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the ~~Company at the option of the Company pursuant to~~ Issuer through any optional redemption provision contained in the terms of such ~~Securities or through any optional sinking fund payment~~series. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. On or before the ~~sixtieth~~ 60th day next preceding each sinking fund payment date for any series, ~~or such shorter period as shall be acceptable to~~ the ~~Trustee, the Company~~ Issuer will deliver to the Trustee an Officers’ ' Certificate (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of ~~specified~~ Securities of such series and the basis for such credit, (b) stating that none of the ~~specified~~ Securities of such series to be so credited has theretofore been so credited, (c) stating that no ~~defaults~~ Defaults in the payment of interest or Events of Default with respect to such series have occurred ~~(which have not been waived or cured)~~ and are ~~continuing~~ continuing, and (d) stating whether or not the ~~Company~~ Issuer intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the ~~Company~~ Issuer intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the ~~Company~~ Issuer to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section ~~2.11~~ 2.10 to the Trustee with such Officers’ ' Certificate (or reasonably promptly thereafter if acceptable to the Trustee). Such Officers’ ' Certificate shall be irrevocable and upon its receipt by the Trustee the ~~Company~~ Issuer shall become unconditionally obligated to make all the cash payments or ~~delivery of Securities~~ payments therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the ~~Company~~Issuer, on or before any such ~~sixtieth~~ 60th day, to deliver such ~~Officer’s~~ Officers' Certificate and Securities (subject to the parenthetical clause in the second preceding sentence) specified in this paragraph, if any, shall not constitute a ~~default~~ Default but shall constitute, on and as of such date, the irrevocable election of the ~~Company~~ Issuer (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect ~~thereof~~ thereof, and (ii) that the ~~Company~~ Issuer will make no optional sinking fund payment with respect to such series as provided in this ~~Section~~Section 12.5. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $~~50,000 (~~50,000, or a lesser sum if the ~~Company~~ Issuer shall so request with respect to the Securities of any particular series), such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption price ~~thereof~~ together with accrued ~~interest thereon~~ interest, if any, to the date fixed for redemption. If such amount shall be $50,000 ~~(or such lesser sum)~~ or less and the ~~Company~~ Issuer makes no such ~~request~~ request, then it shall be carried over until a sum in excess of $50,000 ~~(or such lesser sum)~~ is available. The Trustee shall select, in the manner provided in Section ~~3.02~~12.2, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the ~~Company~~Issuer) inform the ~~Company~~ Issuer of the serial numbers of the Securities of such series (or portions thereof) so selected. ~~Securities shall be excluded from eligibility for redemption under this Section if they are identified by registration and certificate number in an Officers’ Certificate delivered to~~ The Issuer, or the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) the Company or (b) an entity specifically identified in such Officers’ Certificate as directly or indirectly controlling or controlled by or under direct or indirect common control with the Company. The Trustee, in the name and at the expense of the ~~Company~~ Issuer (or if the ~~Company, if it~~ Issuer shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section ~~3.02~~ 12.2 (and with the effect provided in Section ~~3.03~~12.3) for the redemption of Securities of such series in part at the option of the ~~Company~~Issuer. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this ~~Section~~Section 12.5. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the ~~Principal~~ principal of, and ~~interest~~ interest, if any, on, the Securities of such series at maturity. On or before ~~10:00 a.m. New York City time on~~ each ~~sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to the~~ sinking fund payment date, the ~~Company~~ Issuer shall pay to the Trustee in cash or shall otherwise provide for the payment of all ~~interest~~ interest, if any, accrued to the date fixed for redemption on Securities to be redeemed on ~~the next following~~ such sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or ~~mail~~ give any notice of redemption of Securities of for such series by operation of the sinking fund during the continuance of a Default in payment of interest on such Securities or of any Event of Default with respect to such series except that, where the ~~mailing~~ giving of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the ~~Company~~ Issuer a sum sufficient for such redemption. Except as aforesaid, and subject to Article Thirteen, any moneys in the sinking fund for such series at the time when any such Default or Event of Default known to a Responsible Officer of the Trustee shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such Default or Event of Default, be deemed to have been collected under Article 6 Five and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in ~~Section 6.04~~ Article Five or the Default cured on or before the ~~sixtieth~~ 60th day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.

Appears in 2 contracts

Samples: York International Corp /De/, York International Corp /De/

Appears in 2 contracts

Samples: Reynolds R J Tobacco Co, RJR Acquisition Corp

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of Securities of any ~~series~~ Series is herein referred to as a “"mandatory sinking fund payment”, ," and any payment in excess of such minimum amount provided for by the terms of ~~the~~ Securities of any ~~series~~ Series is herein referred to as an “"optional sinking fund payment”. ." The date on which a sinking fund payment is to be made is herein referred to as the “"sinking fund payment date”. ." In lieu of making all or any part of any mandatory sinking fund payment with respect to any ~~series~~ Series of Securities in cash, the Company may at its option (a) deliver to the Trustee Securities of such ~~series~~ Series theretofore purchased or otherwise acquired (except ~~through a~~ upon redemption pursuant to the mandatory sinking ~~fund payment~~fund) by the Company or receive credit for Securities of such ~~series~~ Series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the Company and delivered to the Trustee for cancellation pursuant to Section ~~2.11~~2.10, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of such ~~series~~ Series (not previously so credited) redeemed by the Company ~~at the option of the Company pursuant to~~ through any optional redemption provision contained in the terms of such ~~Securities or through any optional sinking fund payment~~Series. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. On or before the sixtieth day next preceding each sinking fund payment date for any ~~series, or such shorter period as shall be acceptable to the Trustee~~Series, the Company will deliver to the Trustee an ~~Officers’~~ Officer's Certificate (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of ~~specified~~ Securities of such ~~series and the basis for such credit~~Series, (b) stating that none of the ~~specified~~ Securities of such ~~series~~ Series has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such ~~series~~ Series have occurred (which have not been waived or cured) and are ~~continuing and~~ continuing, (d) stating whether or not the Company intends to exercise its right to make an optional sinking fund payment with respect to such ~~series~~ Series and, if so, specifying the amount of such optional sinking fund payment which the Company intends to pay on or before the next succeeding sinking fund payment date and (e) specifying such sinking fund payment date. Any Securities of such ~~series~~ Series to be credited and required to be delivered to the Trustee in order for the Company to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section ~~2.11~~ 2.10 to the Trustee with such ~~Officers’ Certificate~~ written statement (or reasonably promptly thereafter if acceptable to the Trustee). Such ~~Officers’ Certificate~~ written statement shall be irrevocable and upon its receipt by the Trustee the Company shall become unconditionally obligated to make all the cash payments or ~~delivery of Securities~~ payments therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the Company, on or before any such sixtieth ~~day,~~ day to deliver such ~~Officer’s Certificate~~ written statement and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the Company (i) that the mandatory sinking fund payment for such ~~series~~ Series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such ~~series~~ Series in respect thereof and (ii) that the Company will make no optional sinking fund payment with respect to such ~~series~~ Series as provided in this Section. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or a lesser sum if the Company shall so ~~request~~ request) with respect to the Securities of any ~~series)~~particular Series, such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such ~~series~~ Series at the sinking fund redemption price ~~thereof~~ together with accrued interest ~~thereon~~ to the date fixed for redemption. If such amount shall be $50,000 ~~(or such lesser sum)~~ or less and the Company makes no such request then it shall be carried over until a sum in excess of $50,000 ~~(or such lesser sum)~~ is available. The Trustee shall select, in the manner provided in Section ~~3.02~~13.2, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such ~~series~~ Series to absorb said cash, as nearly as may bebe possible, and shall (if requested in writing by the Company) inform the Company of the serial numbers of the Securities of such ~~series~~ Series (or portions thereof) so selected. Securities ~~shall be excluded from eligibility for redemption under this Section if they~~ of any Series which are identified by registration and certificate number in an ~~Officers’~~ Officer's Certificate ~~delivered to the Trustee~~ at least 60 days prior to the sinking fund payment date as being beneficially owned ~~of record and beneficially~~ by, and not pledged or hypothecated ~~by either (a)~~ by, the Company or ~~(b)~~ an entity ~~specifically identified in such Officers’ Certificate as~~ directly or indirectly controlling or controlled by or under direct or indirect common control with the ~~Company~~Company shall be excluded from Securities of such Series eligible for selection for redemption. The Trustee, in the name and at the expense of the Company (or the Company, if it shall so ~~request~~ notify the Trustee in writing) shall cause notice of redemption of the Securities of such ~~series~~ Series to be given in substantially the manner provided in Section ~~3.02~~ 13.2 (and with the effect provided in Section ~~3.03~~13.3) for the redemption of Securities of such ~~series~~ Series in part at the option of the Company. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such ~~series~~ Series shall be added to the next cash sinking fund payment for such ~~series~~ Series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys 101 held on the stated maturity date of the Securities of any particular ~~series~~ Series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such ~~series~~ Series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the ~~Principal~~ principal of, and interest on, the Securities of such ~~series~~ Series at maturity. On or before ~~10:00 a.m. New York City time on~~ each ~~sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to the~~ sinking fund payment date, the Company shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on ~~the next following~~ such sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a ~~series~~ Series with sinking fund moneys or mail or publish any notice of redemption of Securities of for such ~~series~~ Series by operation of the sinking fund during the continuance of a ~~Default~~ default in payment of interest on such Securities or of any Event of Default except that, where the mailing or publication of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the Company a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such ~~series~~ Series at the time when any such ~~Default~~ default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such ~~Default~~ default or Event of Default, be deemed to have been collected under Article 6 Five and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section ~~6.04~~ 5.10 or the ~~Default~~ default cured on or before the sixtieth day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.

Appears in 2 contracts

Samples: Satisfaction And (Enhance Financial Services Group Inc), Satisfaction And (Enhance Financial Services Group Inc)

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of such minimum amount provided for by the terms of the Securities of any series is herein referred to as an “optional sinking fund payment”. The date on which a sinking fund payment is to be made is herein referred to as the “sinking fund payment date”. In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the Company may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except through a mandatory sinking fund payment) by the Company or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the Company and delivered to the Trustee for cancellation pursuant to Section 2.11, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the Company at the option of the Company pursuant to the terms of such Securities or through any optional sinking fund payment. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. On or before the ~~sixtieth~~ thirtieth day next preceding each sinking fund payment date for any series, or such shorter period as shall be acceptable to the Trustee, the Company will deliver to the Trustee an ~~Officers’~~ Officer’s Certificate (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of specified Securities of such series and the basis for such credit, (b) stating that none of the specified Securities of such series has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing and (d) stating whether or not the Company intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the Company intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the Company to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section 2.11 to the Trustee with such ~~Officers’~~ Officer’s Certificate (or reasonably promptly thereafter if acceptable to the Trustee). Such ~~Officers’~~ Officer’s Certificate shall be irrevocable and upon its receipt by the Trustee the Company shall become unconditionally obligated to make all the cash payments or delivery of Securities therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the Company, on or before any such ~~sixtieth~~ thirtieth day, to deliver such Officer’s Certificate and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the Company (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (ii) that the Company will make no optional sinking fund payment with respect to such series as provided in this Section. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or a lesser sum if the Company shall so request with respect to the Securities of any series), such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption price thereof together with accrued interest thereon to the date fixed for redemption. If such amount shall be $50,000 (or such lesser sum) or less and the Company makes no such request then it shall be carried over until a sum in excess of $50,000 (or such lesser sum) is available. The Trustee shall select, in the manner provided in Section 3.02, for redemption on such sinking fund payment date a sufficient ~~principal~~ Principal amount of Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the Company) inform the Company of the ~~serial~~ certificate numbers of the Securities of such series (or portions thereof) so selected. Securities shall be excluded from eligibility for redemption under this Section if they are identified by registration and certificate number in an ~~Officers’~~ Officer’s Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) the Company or (b) an entity specifically identified in such ~~Officers’~~ Officer’s Certificate as directly or indirectly controlling or controlled by or under direct or indirect common control with the Company. The Trustee, in the name and at the expense of the Company (or the Company, if it shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section 3.02 (and with the effect provided in Section 3.03) for the redemption of Securities of such series in part at the option of the Company. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the Principal of, premium, if any, and interest on, the Securities of such series at maturity. On or before ~~10:00~~ 11:00 a.m. New York City time on each ~~sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to the~~ sinking fund payment date, the Company shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or ~~mail~~ send any notice of redemption of Securities of such series by operation of the sinking fund during the continuance of a Default in payment of interest on such Securities or of any Event of Default except that, where the ~~mailing~~ delivery of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the Company a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such Default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such Default or Event of Default, be deemed to have been collected under ~~Article 6~~ ARTICLE VII and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section ~~6.04~~ 7.04 or the Default cured on or before the ~~sixtieth~~ thirtieth day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.

Appears in 2 contracts

Samples: Grede LLC, Grede LLC

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of the Securities of any series is herein referred to as a “"mandatory sinking fund payment”", and any payment in excess of such minimum amount provided for by the terms of the Securities of any series is herein referred to as an “"optional sinking fund payment”". The date on which a sinking fund payment is to be made is herein referred to as the “"sinking fund payment date”". In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the ~~Company~~ Issuer may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except ~~through a~~ upon redemption pursuant to the mandatory sinking ~~fund payment~~fund) by the ~~Company~~ Issuer or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the ~~Company~~ Issuer and delivered to the Trustee for cancellation pursuant to Section ~~2.11~~2.10, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this ~~Section~~Section 12.5, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the ~~Company at the option of the Company pursuant to~~ Issuer through any optional redemption provision contained in the terms of such ~~Securities or through any optional sinking fund payment~~series. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. On or before the ~~sixtieth~~ 60th day next preceding each sinking fund payment date for any series, ~~or such shorter period as shall be acceptable to~~ the ~~Trustee, the Company~~ Issuer will deliver to the Trustee an Officers’ ' Certificate (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of ~~specified~~ Securities of such series and the basis for such credit, (b) stating that none of the ~~specified~~ Securities of such series to be so credited has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or ~~cured~~cured or otherwise ceased to exist) and are ~~continuing~~ continuing, and (d) stating whether or not the ~~Company~~ Issuer intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the ~~Company~~ Issuer intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the ~~Company~~ Issuer to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section ~~2.11~~ 2.10 to the Trustee with such Officers’ ' Certificate (or reasonably promptly thereafter if acceptable to the Trustee). Such Officers’ ' Certificate shall be irrevocable and upon its receipt by the Trustee the ~~Company~~ Issuer shall become unconditionally obligated to make all the cash payments or ~~delivery of Securities~~ payments therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the ~~Company~~Issuer, on or before any such ~~sixtieth~~ 60th day, to deliver such ~~Officer’s~~ Officers' Certificate and Securities (subject to the parenthetical clause in the second preceding sentence) specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the ~~Company~~ Issuer (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect ~~thereof~~ thereof, and (ii) that the ~~Company~~ Issuer will make no optional sinking fund payment with respect to such series as provided in this Section. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or a lesser sum if the Company shall so request with respect to the Securities of any series), such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption price thereof together with accrued interest thereon to the date fixed for redemption. If such amount shall be $50,000 (or such lesser sum) or less and the Company makes no such request then it shall be carried over until a sum in excess of $50,000 (or such lesser sum) is available. The Trustee shall select, in the manner provided in Section 3.02, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the Company) inform the Company of the serial numbers of the Securities of such series (or portions thereof) so selected. Securities shall be excluded from eligibility for redemption under this Section if they are identified by registration and certificate number in an Officers’ Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) the Company or (b) an entity specifically identified in such Officers’ Certificate as directly or indirectly controlling or controlled by or under direct or indirect common control with the Company. The Trustee, in the name and at the expense of the Company (or the Company, if it shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section 3.02 (and with the effect provided in Section 3.03) for the redemption of Securities of such series in part at the option of the Company. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the Principal of, and interest on, the Securities of such series at maturity12.5. On or before ~~10:00 a.m. New York City time on~~ each ~~sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to the~~ sinking fund payment date, the ~~Company~~ Issuer shall pay to the Trustee in cash or shall otherwise provide for the payment of all ~~interest~~ interest, if any, accrued to the date fixed for redemption on Securities to be redeemed on ~~the next following~~ such sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or ~~mail~~ give any notice of redemption of Securities of for such series by operation of the sinking fund during the continuance of a ~~Default~~ default in payment of interest on such Securities or of any Event of Default with respect to such series except that, where the ~~mailing~~ giving of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the ~~Company~~ Issuer a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such ~~Default~~ default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such ~~Default~~ default or Event of Default, be deemed to have been collected under Article 6 Five and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section ~~6.04~~ 5.7 or the ~~Default~~ default cured on or before the ~~sixtieth~~ 60th day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.

Appears in 2 contracts

Samples: Belco Oil & Gas Corp, Belco Oil & Gas Corp

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of the Securities of any series is herein referred to as a “"mandatory sinking fund payment”", and any payment in excess of such minimum amount provided for by the terms of the Securities of any series is herein referred to as an “"optional sinking fund payment”". The date on which a sinking fund payment is to be made is herein referred to as the “"sinking fund payment date”". In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the ~~Company~~ Issuer may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except ~~through a~~ upon redemption pursuant to the mandatory sinking ~~fund payment~~fund) by the ~~Company~~ Issuer or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the ~~Company~~ Issuer and delivered to the Trustee for cancellation pursuant to Section ~~2.11~~2.10, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this ~~Section~~Section 12.5, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the ~~Company at the option of the Company pursuant to~~ Issuer through any optional redemption provision contained in the terms of such ~~Securities or through any optional sinking fund payment~~series. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. On or before the ~~sixtieth~~ 60th day next preceding each sinking fund payment date for any series, ~~or such shorter period as shall be acceptable to~~ the ~~Trustee, the Company~~ Issuer will deliver to the Trustee an Officers’ ' Certificate (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of ~~specified~~ Securities of such series and the basis for such credit, (b) stating that none of the ~~specified~~ Securities of such series to be so credited has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or ~~cured~~cured or otherwise ceased to exist) and are ~~continuing~~ continuing, and (d) stating whether or not the ~~Company~~ Issuer intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the ~~Company~~ Issuer intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the ~~Company~~ Issuer to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section ~~2.11~~ 2.10 to the Trustee with such Officers’ ' Certificate (or reasonably promptly thereafter if acceptable to the Trustee). Such Officers’ ' Certificate shall be irrevocable and upon its receipt by the Trustee the ~~Company~~ Issuer shall become unconditionally obligated to make all the cash payments or delivery of Securities therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the Company, on or before any such sixtieth day, to deliver such Officer’s Certificate and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the Company (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (ii) that the Company will make no optional sinking fund payment with respect to such series as provided in this Section. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $~~50,000 (~~50,000, or a lesser sum if the ~~Company~~ Issuer shall so request with respect to the Securities of any particular series), such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption price ~~thereof~~ together with accrued ~~interest thereon~~ interest, if any, to the date fixed for redemption. If such amount shall be $50,000 ~~(or such lesser sum)~~ or less and the ~~Company~~ Issuer makes no such ~~request~~ request, then it shall be carried over until a sum in excess of $50,000 ~~(or such lesser sum)~~ is available. The Trustee shall select, in the manner provided in Section ~~3.02~~12.2, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the ~~Company~~Issuer) inform the ~~Company~~ Issuer of the serial numbers of the Securities of such series (or portions thereof) so selected. Securities shall be excluded from eligibility for redemption under this Section if they are identified by registration and certificate number in an Officers’ Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) the Company or (b) an entity specifically identified in such Officers’ Certificate as directly or indirectly controlling or controlled by or under direct or indirect common control with the Company. The Trustee, in the name and at the expense of the ~~Company~~ Issuer (or the ~~Company~~Issuer, if it shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section ~~3.02~~ 12.2 (and with the effect provided in Section ~~3.03~~12.3) for the redemption of Securities of such series in part at the option of the ~~Company~~Issuer. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this ~~Section~~Section 12.5. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the ~~Principal~~ principal of, and ~~interest~~ interest, if any, on, the Securities of such series at maturity. On or before ~~10:00 a.m. New York City time on~~ each ~~sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to the~~ sinking fund payment date, the ~~Company~~ Issuer shall pay to the Trustee in cash or shall otherwise provide for the payment of all ~~interest~~ interest, if any, accrued to the date fixed for redemption on Securities to be redeemed on ~~the next following~~ such sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or ~~mail~~ give any notice of redemption of Securities of for such series by operation of the sinking fund during the continuance of a ~~Default~~ default in payment of interest on such Securities or of any Event of Default with respect to such series except that, where the ~~mailing~~ giving of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the ~~Company~~ Issuer a sum sufficient for such redemption. Except as aforesaid, and subject to Article Thirteen, any moneys in the sinking fund for such series at the time when any such ~~Default~~ default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such ~~Default~~ default or Event of Default, be deemed to have been collected under Article 6 Five and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section ~~6.04~~ 5.7 or the ~~Default~~ default cured on or before the ~~sixtieth~~ 60th day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.

Appears in 2 contracts

Samples: Belco Oil & Gas Corp, Belco Oil & Gas Corp

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of the Securities of any series is herein referred to as a “"mandatory sinking fund payment”", and any payment in excess of such minimum amount provided for by the terms of the Securities of any series is herein referred to as an “"optional sinking fund payment”". The date on which a sinking fund payment is to be made is herein referred to as the “"sinking fund payment date”". In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the ~~Company~~ Issuer may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except ~~through a~~ upon redemption pursuant to the mandatory sinking ~~fund payment~~fund) by the ~~Company~~ Issuer or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the ~~Company~~ Issuer and delivered to the Trustee for cancellation pursuant to Section ~~2.11~~2.10, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this ~~Section,~~ Section or (c) receive credit for Securities of such series (not previously so credited) redeemed by the ~~Company at the option of the Company pursuant to~~ Issuer through any optional redemption provision contained in the terms of such ~~Securities or through any optional sinking fund payment~~series. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. On or before the ~~sixtieth~~ 60th day next preceding each sinking fund payment date for any series, ~~or such shorter period as shall be acceptable to~~ the ~~Trustee, the Company~~ Issuer will deliver to the Trustee an Officers’ ' Certificate (which need not contain the statements required by Section 14.5) (a) specifying the portion of the mandatory sinking fund payment due on such date to be satisfied by payment of cash and the portion to be satisfied by credit of ~~specified~~ Securities of such series and the basis for such credit, (b) stating that none of the ~~specified~~ Securities of such series to be so credited has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred and are continuing (which have not been waived or cured) and ~~are continuing and~~ (d) stating whether or not the ~~Company~~ Issuer intends to exercise its right to make an optional sinking fund payment on such date with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the ~~Company~~ Issuer intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be so credited and required to be delivered to the Trustee in order for the ~~Company~~ Issuer to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section ~~2.11~~ 2.10 to the Trustee with such Officers’ ' Certificate (or reasonably promptly thereafter if acceptable to the Trustee). Such Officers’ ' Certificate shall be ~~irrevocable~~ irrevocable, and upon its receipt by the Trustee the ~~Company~~ Issuer shall become unconditionally obligated to make all the cash payments or ~~delivery of Securities~~ other deliveries therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the ~~Company~~Issuer, on or before any such ~~sixtieth~~ 60th day, to deliver such ~~Officer’s~~ Officers' Certificate and ~~Securities~~ securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such ~~date~~60th day, the irrevocable election of the ~~Company~~ Issuer that (i) ~~that~~ the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (ii) ~~that~~ the ~~Company~~ Issuer will make no optional sinking fund payment with respect to such series on such date as provided in this Section. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 ~~(or a lesser sum~~ and if the ~~Company~~ Issuer shall so request with respect to the Securities of any particular series), such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the applicable sinking fund redemption ~~price thereof~~ price, together with accrued interest ~~thereon~~ to the date fixed for redemption. If such amount shall be $50,000 ~~(or such lesser sum)~~ or less and the ~~Company~~ Issuer makes no such ~~request~~ request, then it such amount shall be carried over until a sum in excess of $50,000 ~~(or such lesser sum)~~ is available. The Trustee shall select, in the manner provided in Section ~~3.02~~11.2, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the ~~Company~~Issuer) inform the ~~Company~~ Issuer of the serial numbers of the Securities of such series (or portions thereof) so selected. Securities shall be excluded from eligibility for redemption under this Section if they are identified by registration and certificate number in an Officers’ ' Certificate delivered to the Trustee at least 60 40 days prior to the sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) the ~~Company~~ Issuer or (b) an entity specifically identified in such Officers’ ' Certificate as ~~directly or indirectly controlling or controlled by or under direct or indirect common control with~~ an Affiliate of the ~~Company~~Issuer. The Trustee, in the name and at the expense of the ~~Company~~ Issuer (or the ~~Company~~Issuer, if it shall so request the Trustee in writing) ), shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section ~~3.02~~ 11.2 (and with the effect provided in Section ~~3.03~~11.3) for the redemption of Securities of such series in part at the option of the ~~Company~~Issuer. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated maturity date of the Securities of ~~any~~ a particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such ~~series~~ series, shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the ~~Principal of,~~ principal of and interest ~~on,~~ on the Securities of such series at maturity. On Unless otherwise provided for, on or before ~~10:00 a.m. New York City time on~~ each ~~sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to the~~ sinking fund payment date, the ~~Company~~ Issuer shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on ~~the next following~~ such sinking fund payment date. The Trustee shall not redeem or cause to be redeemed ~~any~~ Securities of a any series with sinking fund moneys or ~~mail~~ give any notice of redemption of Securities of such series by operation of the sinking fund for such series during the continuance ~~of a Default in payment of interest on such Securities or~~ of any Event of Default with respect to such series except that, ~~where the mailing of~~ if notice of redemption of any Securities of such series shall theretofore have been ~~made~~given, the Trustee shall redeem or cause to be redeemed such Securities, provided that it the Trustee or one or more paying agents shall have received from the ~~Company~~ Issuer a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such ~~Default or~~ Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such ~~Default or~~ Event of Default, be deemed to have been collected under Article 6 Five and held for the payment of all Securities of such ~~Securities~~series. In case such Event of Default shall have been waived as provided in Section ~~6.04~~ 5.10 or ~~the~~ such Event of Default cured on or before the ~~sixtieth~~ 60th day preceding ~~the~~ any sinking fund payment ~~date in any year~~date, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of Securities of such ~~Securities.~~series. ARTICLE TWELVE

Appears in 2 contracts

Samples: Indenture (CMS Energy Corp), Consumers Power Co Financing I

Appears in 2 contracts

Samples: Indenture (Arrow Electronics Inc), Arrow Electronics Inc

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of the Securities of any series is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of such minimum amount provided for by the terms of the Securities of any series is herein referred to as an “optional sinking fund payment”. The date on which a sinking fund payment is to be made is herein referred to as the “sinking fund payment date”. In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the ~~Company~~ Issuer may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except ~~through a~~ upon redemption pursuant to the mandatory sinking ~~fund payment~~fund) by the ~~Company~~ Issuer or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the ~~Company~~ Issuer and delivered to the Trustee for cancellation pursuant to Section ~~2.11~~2.10 and, if applicable, receive credit for Securities (not previously so credited) converted into Common Stock and so delivered to the Trustee for cancellation, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the ~~Company at the option of the Company pursuant to~~ Issuer through any optional redemption provision contained in the terms of such ~~Securities or through any optional sinking fund payment~~series. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. On or before the ~~sixtieth~~ 60th day next preceding each sinking fund payment date for any series, ~~or such shorter period as shall be acceptable to~~ the ~~Trustee, the Company~~ Issuer will deliver to the Trustee an ~~Officers’~~ Officer’s Certificate (which need not contain the statements required by Section 11.05) (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of ~~specified~~ Securities of such series and the basis for such credit, (b) stating that none of the ~~specified~~ Securities of such series for which credit will be taken has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing and (d) stating whether or not the ~~Company~~ Issuer intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the ~~Company~~ Issuer intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the ~~Company~~ Issuer to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section ~~2.11~~ 2.10 to the Trustee with such ~~Officers’~~ Officer’s Certificate (or reasonably promptly thereafter if acceptable to the Trustee). Such ~~Officers’~~ Officer’s Certificate shall be irrevocable and upon its receipt by the Trustee the ~~Company~~ Issuer shall become unconditionally obligated to make all the cash payments or ~~delivery of Securities~~ payments therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the ~~Company~~Issuer, on or before any such ~~sixtieth~~ 60th day, to deliver such Officer’s Certificate and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the ~~Company (i)~~ Issuer that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect ~~thereof and (ii) that the Company will make no optional sinking fund payment with respect to such series as provided in this Section~~thereof. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or the equivalent thereof in any Foreign Currency or a lesser sum in Dollars or in any Foreign Currency if the ~~Company~~ Issuer shall so ~~request~~ request) with respect to the Securities of any particular series), such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption price ~~thereof~~ together with accrued interest ~~thereon~~ to the date fixed for redemption. If such amount shall be $50,000 (or ~~such lesser sum~~the equivalent thereof in any Foreign Currency) or less and the ~~Company~~ Issuer makes no such request then it shall be carried over until a sum in excess of $50,000 (or ~~such lesser sum~~the equivalent thereof in any Foreign Currency) is available, which delay in accordance with this paragraph shall not be a default or breach of the obligation to make such payment. The Trustee shall select, in the manner provided in Section ~~3.02~~12.02, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such series to ~~absorb said cash~~which such cash may be applied, as nearly as may be, and shall (if requested in writing by the ~~Company~~Issuer) inform the ~~Company~~ Issuer of the serial numbers of the Securities of such series (or portions thereof) so selected. Securities shall be excluded from eligibility for redemption under this Section if they are identified by registration and certificate number in an Officers’ Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) the Company or (b) an entity specifically identified in such Officers’ Certificate as directly or indirectly controlling or controlled by or under direct or indirect common control with the Company. The Trustee, in the name and at the expense of the ~~Company~~ Issuer (or the ~~Company~~Issuer, if it shall so request the Trustee in writing) ), shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section ~~3.02~~ 12.02 (and with the effect provided in Section ~~3.03~~12.03) for the redemption of Securities of such series in part at the option of the ~~Company~~Issuer. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such ~~series~~ series, shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the ~~Principal~~ principal of, and interest on, the Securities of such series at maturity. On The Issuer’s obligation to make a mandatory or ~~before 10:00 a.m. New York City time~~ optional sinking fund payment shall automatically be reduced by an amount equal to the sinking fund redemption price allocable to any Securities or portions thereof called for redemption pursuant to the preceding paragraph on ~~each~~ any sinking fund payment date orand converted into Common Stock in accordance with the terms of such Securities; provided that, in if the ~~case of Unregistered~~ Trustee is not the conversion agent for the Securities, ~~10:00 a.m. New York City time~~ the Issuer or such conversion agent shall give the Trustee written notice on ~~the Business Day~~ or prior to the date fixed for redemption of the principal amount of Securities or portions thereof so converted. On or before each sinking fund payment date, the ~~Company~~ Issuer shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on ~~the next following~~ such sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or ~~mail~~ give any notice of redemption of Securities of for such series by operation of the sinking fund during the continuance of a ~~Default~~ default in payment of interest on such Securities or of any Event of Default except that, where the mailing of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the ~~Company~~ Issuer a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such ~~Default~~ default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such ~~Default~~ default or Event of Default, be deemed to have been collected under Article 6 5 and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section ~~6.04~~ 5.10, or the ~~Default~~ default cured on or before the ~~sixtieth~~ 60th day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on ~~the next succeeding~~ such sinking fund payment date in accordance with this Section to the redemption of such Securities.

Appears in 2 contracts

Samples: Indenture (Alnylam Pharmaceuticals, Inc.), Concert Pharmaceuticals, Inc.

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of the Securities of any series is herein referred to as a “"mandatory sinking fund payment”, ," and any payment in excess of such minimum amount provided for by the terms of the Securities of any series is herein referred to as an “"optional sinking fund payment”. ." The date on which a sinking fund payment is to be made is herein referred to as the “"sinking fund payment date”. ." In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the Company may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except through a mandatory sinking fund payment) by the Company or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the Company and delivered to the Trustee for cancellation pursuant to Section 2.11, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the Company ~~at the option of the Company pursuant to the terms of such Securities or~~ through any optional sinking fund payment. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. On or before the sixtieth day next preceding each sinking fund payment date for any series, or such shorter period as shall be acceptable to the Trustee, the Company will deliver to the Trustee an Officers’ ' Certificate (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of specified Securities of such series and the basis for such credit, (b) stating that none of the specified Securities of such series has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing and (d) stating whether or not the Company intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the Company intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the Company to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section 2.11 to the Trustee with such Officers’ ' Certificate (or reasonably promptly thereafter if acceptable to the Trustee). Such Officers’ ' Certificate shall be irrevocable ~~and~~ and, upon its receipt by the ~~Trustee~~ Trustee, the Company shall become unconditionally obligated to make all the cash payments or delivery of Securities therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the Company, on or before any such sixtieth day, to deliver such ~~Officer’s~~ Officers' Certificate and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the Company (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (ii) that the Company will make no optional sinking fund payment with respect to such series as provided in this Section. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or a lesser sum if the Company shall so request with respect to the Securities of any series), such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption price thereof together with accrued interest thereon to the date fixed for redemption. If such amount shall be $50,000 (or such lesser sum) or less and the Company makes no such request then it shall be carried over until a sum in excess of $50,000 (or such lesser sum) is available. The Trustee shall select, in the manner provided in Section 3.02, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the Company) inform the Company of the serial numbers of the Securities of such series (or portions thereof) so selected. Securities shall be excluded from eligibility for redemption under this Section if they are identified by registration and certificate number in an Officers’ ' Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) the Company or (b) an entity specifically identified in such Officers’ ' Certificate as directly or indirectly controlling or controlled by or under direct or indirect common control with the Company. The Trustee, in the name and at the expense of the Company (or the Company, if it shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section 3.02 (and with the effect provided in Section 3.03) for the redemption of Securities of such series in part at the option of the Company. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the Principal of, and interest on, the Securities of such series at maturity. On or before 10:00 ~~a.m.~~ a.m., New York City ~~time~~ time, on each ~~sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to the~~ sinking fund payment date, the Company shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or mail any notice of redemption of Securities of such series by operation of the sinking fund during the continuance of a Default in payment of interest on such Securities or of any Event of Default except that, where the mailing of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, ~~provided~~ PROVIDED that it shall have received from the Company a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such Default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such ~~Default~~ default or Event of Default, be deemed to have been collected under Article 6 and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section 6.04 or the Default cured on or before the sixtieth day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.

Appears in 2 contracts

Samples: Credit Suisse Group, Credit Suisse Group

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of such minimum amount provided for by the terms of the Securities of any series is herein referred to as an “optional sinking fund payment”. The date on which a sinking fund payment is to be made is herein referred to as the “sinking fund payment date”. In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities of a series in cash, the Company may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired ~~(except through a mandatory sinking fund payment)~~ by the Company or receive credit for the principal amount of Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the Company and delivered to the Trustee for cancellation pursuant to Section 2.11, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this ~~Section,~~ Section or (c) receive credit for Securities of such series (not previously so credited) redeemed by the Company at the option of the Company pursuant to the terms of such Securities or through any optional sinking fund ~~payment~~payment pursuant to the terms of such Securities. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such ~~Securities~~Securities and the amount of mandatory sinking fund payment shall be reduced accordingly. On or before the sixtieth day next preceding each sinking fund payment date for any series, or such shorter period as shall be acceptable to the Trustee, the Company ~~will~~ shall deliver to the Trustee an Officers’ Certificate (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of specified Securities of such series and the basis for such ~~credit,~~ credit and (b) stating that none of the specified Securities of such series has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing and (d) stating whether or not the Company intends to exercise its right to make an optional sinking fund payment with respect to such ~~series and, if so, specifying the amount of such optional sinking fund payment which the Company intends to pay on or before the next succeeding sinking fund payment date~~series. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the Company to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section 2.11 to the Trustee with such Officers’ Certificate (or reasonably promptly thereafter if acceptable to the Trustee). Such Officers’ Certificate shall be irrevocable and upon its receipt by the Trustee the Company shall become ~~unconditionally~~ obligated to make all the cash ~~payments or~~ payments, delivery of Securities or crediting therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the Company, on or before any such sixtieth day, to deliver such Officer’s Certificate and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the Company (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (ii) that the Company ~~will~~ shall make no optional sinking fund payment with respect to such series as provided in this Section. If the sinking fund payment or payments (mandatory or ~~optional or both~~optional) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 or the equivalent in foreign currency if to be paid out in such currency (or a lesser sum if the Company shall so request with respect to the Securities of any series), such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption price thereof together with accrued interest thereon to to, but excluding, the date fixed for redemption. If such amount shall be $50,000 (or such lesser sum) or less and the Company makes no such request then it shall be carried over until a sum in excess of $50,000 (or such lesser sum) is available. The Trustee shall select, in the manner provided in Section 3.02, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the Company) inform the Company of the serial numbers of the Securities of such series (or portions thereof) so selected. Securities shall be excluded from eligibility for redemption under this Section if they are identified by registration and certificate number in an Officers’ Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) the Company or (b) an entity specifically identified in such Officers’ Certificate as ~~directly or indirectly controlling or controlled by or under direct or indirect common control with~~ being an Affiliate of the Company. The Trustee, in the name and at the expense of the Company (or the Company, if it shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section 3.02 (and with the effect provided in Section 3.03) for the redemption of Securities of such series in part at the option of the Company. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the Principal of, and interest on, the Securities of such series at maturity. On or before 10:00 a.m. New York City time on each sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to the sinking fund payment date, the Company shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to to, but excluding, the date fixed for redemption on Securities or portions thereof to be redeemed on the next following sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or mail any notice of redemption of Securities of such series by operation of the sinking fund during the continuance of a Default in payment of interest on such Securities or of any Event of Default except that, where the mailing of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the Company a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such Default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such Default or Event of Default, be deemed to have been collected under Article 6 and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section 6.04 or the Default cured on or before the sixtieth day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.

Appears in 2 contracts

Samples: Indenture (Western Union CO), Indenture (Western Union CO)

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of such minimum amount provided for by the terms of ~~the~~ Securities of any series is herein referred to as an “optional sinking fund payment”. The date on which a sinking fund payment is to be made is herein referred to as the “sinking fund payment date”. In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the ~~Company~~ Issuer may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except ~~through a~~ upon redemption pursuant to the mandatory sinking ~~fund payment~~fund) by the ~~Company~~ Issuer or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the ~~Company~~ Issuer and delivered to the Trustee for cancellation pursuant to Section ~~2.11~~2.10 and, if applicable, receive credit for convertible Securities (not previously so credited) converted in accordance with their terms and so delivered to the Trustee for cancellation, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the ~~Company at the option of the Company pursuant to~~ Issuer through any optional redemption provision contained in the terms of such ~~Securities or through any optional sinking fund payment~~series. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. ~~On or before the sixtieth day next preceding~~ Not less than 60 days prior to each sinking fund payment date for any series, ~~or such shorter period as shall be acceptable to~~ the ~~Trustee, the Company~~ Issuer will deliver to the Trustee a written statement (which need not contain the statements required by Section 10.05) signed by an ~~Officers’ Certificate~~ authorized officer of the Issuer (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of ~~specified~~ Securities of such ~~series and the basis for such credit~~series, (b) stating that none of the ~~specified~~ Securities of such series has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing and (d) stating whether or not the ~~Company~~ Issuer intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the ~~Company~~ Issuer intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the ~~Company~~ Issuer to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section ~~2.11~~ 2.10 to the Trustee with such ~~Officers’ Certificate~~ written statement (or reasonably promptly thereafter if acceptable to the Trustee). Such ~~Officers’ Certificate~~ written statement shall be irrevocable and upon its receipt by the Trustee the ~~Company~~ Issuer shall become unconditionally obligated to make all the cash payments or ~~delivery of Securities~~ payments therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the ~~Company~~Issuer, ~~on or before any~~ at least 60 days prior to such ~~sixtieth day~~sinking fund payment date, to deliver such ~~Officer’s Certificate~~ written statement and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the ~~Company~~ Issuer (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (ii) that the ~~Company~~ Issuer will make no optional sinking fund payment with respect to such series as provided in this Section. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or a lesser sum if the Company shall so request with respect to the Securities of any series), such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption price thereof together with accrued interest thereon to the date fixed for redemption. If such amount shall be $50,000 (or such lesser sum) or less and the Company makes no such request then it shall be carried over until a sum in excess of $50,000 (or such lesser sum) is available. The Trustee shall select, in the manner provided in Section ~~3.02~~11.02, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the ~~Company~~Issuer) inform the ~~Company~~ Issuer of the serial numbers of the Securities of such series (or portions thereof) so selected. Securities ~~shall be excluded from eligibility for redemption under this Section if they~~ of any series which are identified by registration and certificate number in an Officers’ Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) owned by the ~~Company~~ Issuer or ~~(b)~~ an entity ~~specifically identified in such Officers’ Certificate as~~ known by the Trustee to be directly or indirectly controlling or controlled by or under direct or indirect common control with the ~~Company~~Issuer, as shown by the Register, and not known to the Trustee to have been pledged or hypothecated by the Issuer or any such entity or (b) identified in an Officer’s Certificate at least 60 days prior to the sinking fund payment date as being beneficially owned by, and not pledged or hypothecated by, the Issuer or an entity directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer shall be excluded from Securities of such series eligible for selection for redemption. The ~~Trustee, in the name and at the expense of the Company (or the Company, if it shall so request the Trustee in writing) shall cause~~ notice of redemption of the Securities of such series to be redeemed shall be prepared and given by the Issuer or, at the Issuer’s request, prepared by the Issuer and given by the Trustee in the name and at the expense of the Issuer in substantially the manner provided in Section ~~3.02~~ 11.02 (and with the effect provided in Section ~~3.03~~11.03) for the redemption of Securities of such series in part at the option of the ~~Company~~Issuer. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund ~~moneys~~ amounts held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such ~~series~~ series, shall be applied, together with other ~~moneys~~amounts, if necessary, sufficient for the purpose, to the payment of the ~~Principal~~ principal of, and interest on, the Securities of such series at maturity. On The Issuer’s obligation to make a mandatory or ~~before 10:00 a.m. New York City time~~ optional sinking fund payment shall automatically be reduced by an amount equal to the sinking fund redemption price allocable to any convertible Securities or portions thereof called for redemption pursuant to the preceding paragraph on ~~each~~ any sinking fund payment date orand converted in accordance with their terms; provided, in that, if the ~~case of Unregistered~~ Trustee is not the conversion agent for the Securities, ~~10:00 a.m. New York City time on~~ the ~~Business Day~~ Issuer or such conversion agent shall give the Trustee written notice prior to the date fixed for redemption of the principal amount of Securities or portions thereof so converted. At least one Business Day before each sinking fund payment date, the ~~Company~~ Issuer shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund ~~moneys~~ amounts or mail any notice of redemption of Securities of for such series by operation of the sinking fund during the continuance of a ~~Default~~ default in payment of interest on such Securities or of any Event of Default except that, where the mailing of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the ~~Company~~ Issuer a sum sufficient for such redemption. Except as aforesaid, any ~~moneys~~ amounts in the sinking fund for such series at the time when any such ~~Default~~ default or Event of Default shall occur, and any ~~moneys~~ amounts thereafter paid into the sinking fund, shall, during the continuance of such ~~Default~~ default or Event of Default, be deemed to have been collected under Article 6 4 and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section ~~6.04~~ 4.09 or the ~~Default~~ default cured on or before the ~~sixtieth~~ 60th day preceding the sinking fund payment date in any year, such ~~moneys~~ amounts shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this ~~Section~~ section to the redemption of such Securities.. [Signature Page Follows]

Appears in 2 contracts

Samples: Indenture (Affymetrix Inc), Affymetrix Inc

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “"mandatory sinking fund payment”", and any payment in excess of such minimum amount provided for by the terms of ~~the~~ Securities of any series is herein referred to as an “"optional sinking fund payment”". The date on which a sinking fund payment is to be made is herein referred to as the “"sinking fund payment date”". In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the ~~Company~~ Issuer may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except ~~through a~~ upon redemption pursuant to the mandatory sinking ~~fund payment~~fund) by the ~~Company~~ Issuer or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the ~~Company~~ Issuer and delivered to the Trustee for cancellation pursuant to Section ~~2.11~~2.7, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the ~~Company at the option of the Company pursuant to~~ Issuer through any optional redemption provision contained in the terms of such ~~Securities or through any optional sinking fund payment~~series. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. On or before the sixtieth day next preceding each sinking fund payment date for any series, ~~or such shorter period as shall be acceptable to~~ the ~~Trustee, the Company~~ Issuer will deliver to the Trustee a written statement (which need not contain the statements required by Section 11.5) signed by an ~~Officers’ Certificate~~ authorized officer of the Issuer (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of ~~specified~~ Securities of such ~~series and the basis for such credit~~series, (b) stating that none of the ~~specified~~ Securities of such series has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or cured) and are ~~continuing and~~ continuing, (d) stating whether or not the ~~Company~~ Issuer intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the ~~Company~~ Issuer intends to pay on or before the next succeeding sinking fund payment date and (e) specifying such sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the ~~Company~~ Issuer to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section ~~2.11~~ 2.10 to the Trustee with such ~~Officers’ Certificate~~ written statement (or reasonably promptly thereafter if acceptable to the Trustee). Such ~~Officers’ Certificate~~ written statement shall be irrevocable and upon its receipt by the Trustee the ~~Company~~ Issuer shall become unconditionally obligated to make all the cash payments or ~~delivery of Securities~~ payments therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the ~~Company~~Issuer, on or before any such sixtieth day, to deliver such ~~Officer’s Certificate~~ written statement and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the ~~Company~~ Issuer (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (ii) that the ~~Company~~ Issuer will make no optional sinking fund payment with respect to such series as provided in this Section. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or a lesser sum if the ~~Company~~ Issuer shall so ~~request~~ request) with respect to the Securities of any particular series), such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption price ~~thereof~~ together with accrued interest ~~thereon~~ to the date fixed for redemption. If such amount shall be $50,000 ~~(or such lesser sum)~~ or less and the ~~Company~~ Issuer makes no such request then it shall be carried over until a sum in excess of $50,000 ~~(or such lesser sum)~~ is available. The Trustee shall select, in the manner provided in Section ~~3.02~~12.2, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such series to absorb said cash, as nearly as may bebe possible, and shall (if requested in writing by the ~~Company~~Issuer) inform the ~~Company~~ Issuer of the serial numbers of the Securities of such series (or portions thereof) so selected. Securities ~~shall be excluded from eligibility for redemption under this Section if they~~ of any series which are identified by registration and certificate number in an Officers’ Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) owned by the ~~Company~~ Issuer or ~~(b)~~ an entity ~~specifically identified in such Officers’ Certificate as~~ known by the Trustee to be directly or indirectly controlling or controlled by or under direct or indirect common control with the ~~Company~~Issuer, as shown by the Security register, and not known to the Trustee to have been pledged or hypothecated by the Issuer or any such entity or (b) identified in an Officers' Certificate at least 60 days prior to the sinking fund payment date as being beneficially owned by, and not pledged or hypothecated by, the Issuer or an entity directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer shall be excluded from Securities of such series eligible for selection for redemption. The Trustee, in the name and at the expense of the ~~Company~~ Issuer (or the ~~Company~~Issuer, if it shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section ~~3.02~~ 12.2 (and with the effect provided in Section ~~3.03~~12.3) for the redemption of Securities of such series in part at the option of the ~~Company~~Issuer. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the ~~Principal~~ principal of, and interest on, the Securities of such series at maturity. ~~On or before 10:00 a.m. New York City time on each sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the~~ At least one Business Day ~~prior to the~~ before each sinking fund payment date, the ~~Company~~ Issuer shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or mail any notice of redemption of Securities of for such series by operation of the sinking fund during the continuance of a ~~Default~~ default in payment of interest on such Securities or of any Event of Default except that, where the mailing of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the ~~Company~~ Issuer a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such ~~Default~~ default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such ~~Default~~ default or Event of Default, be deemed to have been collected under Article 6 Five and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section ~~6.04~~ 5.10 or the ~~Default~~ default cured on or before the sixtieth day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.

Appears in 2 contracts

Samples: Indenture (General Mills Inc), Indenture (General Mills Inc)

Appears in 2 contracts

Samples: Delta Air Lines Inc /De/, Delta Air Lines Inc /De/

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment”, ,” and any payment in excess of such minimum amount provided for by the terms of the Securities of any series is herein referred to as an “optional sinking fund payment”. .” The date on which a sinking fund payment is to be made is herein referred to as the “sinking fund payment date”. .” In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the Company may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except through a mandatory sinking fund payment) by the Company or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the Company and delivered to the Trustee for cancellation pursuant to Section 2.11, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the Company at the option of the Company pursuant to the terms of such Securities or through any optional sinking fund payment. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. On or before the sixtieth day next preceding each sinking fund payment date for any series, or such shorter period as shall be acceptable to the Trustee, the Company will deliver to the Trustee an ~~Officers’~~ Officer’s Certificate (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of specified Securities of such series and the basis for such credit, (b) stating that none of the specified Securities of such series has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing and (d) stating whether or not the Company intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the Company intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the Company to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section 2.11 to the Trustee with such ~~Officers’~~ Officer’s Certificate (or reasonably promptly thereafter if acceptable to the Trustee). Such ~~Officers’~~ Officer’s Certificate shall be irrevocable and upon its receipt by the Trustee the Company shall become unconditionally obligated to make all the cash payments or delivery of Securities therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the Company, on or before any such sixtieth day, to deliver such Officer’s Certificate and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the Company (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (ii) that the Company will make no optional sinking fund payment with respect to such series as provided in this Section. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or a lesser sum if the Company shall so request with respect to the Securities of any series), such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption price thereof together with accrued interest thereon to the date fixed for redemption. If such amount shall be $50,000 (or such lesser sum) or less and the Company makes no such request then it shall be carried over until a sum in excess of $50,000 (or such lesser sum) is available. The Trustee shall select, in the manner provided in Section 3.02, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the Company) inform the Company of the serial numbers of the Securities of such series (or portions thereof) so selected. Securities shall be excluded from eligibility for redemption under this Section if they are identified by registration and certificate number in an ~~Officers’~~ Officer’s Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) the Company or (b) an entity specifically identified in such ~~Officers’~~ Officer’s Certificate as directly or indirectly controlling or controlled by or under direct or indirect common control with the Company. The Trustee, in the name and at the expense of the Company (or the Company, if it shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section 3.02 (and with the effect provided in Section 3.03) for the redemption of Securities of such series in part at the option of the Company. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the Principal of, and interest on, the Securities of such series at maturity. On or before 10:00 a.m. New York City time on each sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to the sinking fund payment date, the Company shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or mail any notice of redemption of Securities of such series by operation of the sinking fund during the continuance of a Default in payment of interest on such Securities or of any Event of Default except that, where the mailing of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the Company a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such Default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such Default or Event of Default, be deemed to have been collected under Article 6 and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section 6.04 or the Default cured on or before the sixtieth day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.

Appears in 2 contracts

Samples: Fisker Inc./De, Ooma Inc

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of the Securities of any series is herein referred to as a “"mandatory sinking fund payment”, ," and any payment in excess of such minimum amount provided for by the terms of the Securities of any series is herein referred to as an “"optional sinking fund payment”. ." The date on which a sinking fund payment is to be made is herein referred to as the “"sinking fund payment date”. ." In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the Company may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except through a mandatory sinking fund payment) by the Company or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the Company and delivered to the Trustee for cancellation pursuant to Section 2.11, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the Company ~~at the option of the Company pursuant to the terms of such Securities or~~ through any optional sinking fund payment. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. On or before the sixtieth day next preceding each sinking fund payment date for any series, or such shorter period as shall be acceptable to the Trustee, the Company will deliver to the Trustee an Officers’ ' Certificate (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of specified Securities of such series and the basis for such credit, (b) stating that none of the specified Securities of such series has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing and (d) stating whether or not the Company intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the Company intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the Company to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section 2.11 to the Trustee with such Officers’ ' Certificate (or reasonably promptly thereafter if acceptable to the Trustee). Such Officers’ ' Certificate shall be irrevocable ~~and~~ and, upon its receipt by the ~~Trustee~~ Trustee, the Company shall become unconditionally obligated to make all the cash payments or delivery of Securities therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the Company, on or before any such sixtieth day, to deliver such ~~Officer’s~~ Officers' Certificate and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the Company (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (ii) that the Company will make no optional sinking fund payment with respect to such series as provided in this Section. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or a lesser sum if the Company shall so request with respect to the Securities of any series), such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption price thereof together with accrued interest thereon to the date fixed for redemption. If such amount shall be $50,000 (or such lesser sum) or less and the Company makes no such request then it shall be carried over until a sum in excess of $50,000 (or such lesser sum) is available. The Trustee shall select, in the manner provided in Section 3.02, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the Company) inform the Company of the serial numbers of the Securities of such series (or portions thereof) so selected. Securities shall be excluded from eligibility for redemption under this Section if they are identified by registration and certificate number in an Officers’ ' Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) the ~~Company~~ Company, (b) the Guarantor or (bc) an entity specifically identified in such Officers’ ' Certificate as directly or indirectly controlling or controlled by or under direct or indirect common control with the ~~Company~~Company or the Guarantor. The Trustee, in the name and at the expense of the Company (or the Company, if it shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section 3.02 (and with the effect provided in Section 3.03) for the redemption of Securities of such series in part at the option of the Company. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the Principal of, and interest on, the Securities of such series at maturity. On or before 10:00 ~~a.m.~~ a.m., New York City ~~time~~ time, on each ~~sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to the~~ sinking fund payment date, the Company shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or mail any notice of redemption of Securities of such series by operation of the sinking fund during the continuance of a Default in payment of interest on such Securities or of any Event of Default except that, where the mailing of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, ~~provided~~ PROVIDED that it shall have received from the Company a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such Default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such ~~Default~~ default or Event of Default, be deemed to have been collected under Article 6 7 and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section ~~6.04~~ 7.04 or the Default cured on or before the sixtieth day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.

Appears in 2 contracts

Samples: Credit Suisse Group, Credit Suisse Group

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of such minimum amount provided for by the terms of the Securities of any series is herein referred to as an “optional sinking fund payment”. The date on which a sinking fund payment is to be made is herein referred to as the “sinking fund payment date”. In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the Company may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except through a mandatory sinking fund payment) by the Company or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the Company and delivered to the Trustee for cancellation pursuant to Section 2.11, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the Company at the option of the Company pursuant to the terms of such Securities or through any optional sinking fund payment. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. On or before the sixtieth day next preceding each sinking fund payment date for any series, or such shorter period as shall be acceptable to the Trustee, the Company will deliver to the Trustee an Officers’ Certificate (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of specified Securities of such series and the basis for such credit, (b) stating that none of the specified Securities of such series has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing and (d) stating whether or not the Company intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the Company intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the Company to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section 2.11 to the Trustee with such Officers’ Certificate (or reasonably promptly thereafter if acceptable to the Trustee). Such Officers’ Certificate shall be irrevocable and upon its receipt by the Trustee the Company shall become unconditionally obligated to make all the cash payments or delivery of Securities therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the Company, on or before any such sixtieth day, to deliver such ~~Officer’s~~ Officers’ Certificate and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the Company (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (ii) that the Company will make no optional sinking fund payment with respect to such series as provided in this Section. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or a lesser sum if the Company shall so request with respect to the Securities of any series), such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption price thereof together with accrued interest thereon to the date fixed for redemption. If such amount shall be $50,000 (or such lesser sum) or less and the Company makes no such request then it shall be carried over until a sum in excess of $50,000 (or such lesser sum) is available. The Trustee shall select, in the manner provided in Section 3.02, for redemption on such sinking fund payment date a sufficient ~~principal~~ Principal amount of Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the Company) inform the Company of the serial numbers of the Securities of such series (or portions thereof) so selected. Securities shall be excluded from eligibility for redemption under this Section if they are identified by registration and certificate number in an Officers’ Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) the Company or (b) an entity specifically identified in such Officers’ Certificate as directly or indirectly controlling or controlled by or under direct or indirect common control with the Company. The Trustee, in the name and at the expense of the Company (or the Company, if it shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section 3.02 (and with the effect provided in Section 3.03) for the redemption of Securities of such series in part at the option of the Company. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the Principal of, and interest on, the Securities of such series at maturity. On or before ~~10:00 a.m. New York City time on each sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m.~~ 12:00 p.m. New York City time on the Business Day prior to ~~the~~ each sinking fund payment date, the Company shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or mail any notice of redemption of Securities of such series by operation of the sinking fund during the continuance of a Default in payment of interest on such Securities or of any Event of Default except that, where the mailing of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the Company a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such Default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such Default or Event of Default, be deemed to have been collected under Article 6 and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section 6.04 or the Default cured on or before the sixtieth day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.

Appears in 2 contracts

Samples: Banco Santander (Banco Santander (Brasil) S.A.), Banco Santander (Banco Santander (Brasil) S.A.)

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of Securities of any ~~series~~ Series is herein referred to as a “mandatory sinking fund payment”, ,” and any payment in excess of such minimum amount provided for by the terms of ~~the~~ Securities of any ~~series~~ Series is herein referred to as an “optional sinking fund payment”. .” The date on which a sinking fund payment is to be made is herein referred to as the “sinking fund payment date”. .” In lieu of making all or any part of any mandatory sinking fund payment with respect to any ~~series~~ Series of Securities in cash, the Company or the Guarantor may at its option (a) deliver to the Trustee Securities of such ~~series~~ Series theretofore purchased or otherwise acquired (except ~~through a~~ upon redemption pursuant to the mandatory sinking ~~fund payment~~fund) by the Company or the Guarantor or receive credit for Securities of such ~~series~~ Series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the Company or the Guarantor and delivered to the Trustee for cancellation pursuant to Section ~~2.11~~2.10, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of such ~~series~~ Series (not previously so credited) redeemed by the Company at or the ~~option of the Company pursuant to~~ Guarantor through any optional redemption provision contained in the terms of such ~~Securities or through any optional sinking fund payment~~Series. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. On or before the ~~sixtieth~~ forty-fifth day next preceding each sinking fund payment date for any ~~series, or such shorter period as shall be acceptable to the Trustee~~Series of Securities, the Company or the Guarantor will deliver to the Trustee a written statement (which need not contain the statements required by Section 11.5) signed by an ~~Officers’ Certificate~~ Officer of the Company or the Guarantor, as the case may be, (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash in the Currency in which the Securities of such Series are payable (except as otherwise specified pursuant to Section 2.3 for the Securities of such Series and except as provided in Section 2.12(b), (d) and (e) hereof), and the portion to be satisfied by credit of ~~specified~~ Securities of such ~~series and the basis for such credit~~Series, (b) stating that none of the ~~specified~~ Securities of such ~~series~~ Series has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such ~~series~~ Series have occurred (which have not been waived or cured) and are ~~continuing and~~ continuing, (d) stating whether or not the Company or the Guarantor, as the case may be, intends to exercise its right to make an optional sinking fund payment with respect to such ~~series~~ Series and, if so, specifying the amount of such optional sinking fund payment which the Company or the Guarantor, as the case may be, intends to pay on or before the next succeeding sinking fund payment date and (e) specifying such sinking fund payment date. Any Securities of such ~~series~~ Series to be credited and required to be delivered to the Trustee in order for the Company or the Guarantor, as the case may be, to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section ~~2.11~~ 2.10 to the Trustee with such ~~Officers’ Certificate~~ written statement on or before said forty-fifth day (or reasonably promptly thereafter if acceptable to the Trustee). Such ~~Officers’ Certificate~~ written statement shall be irrevocable and upon its receipt by the Trustee the Company and the Guarantor shall become unconditionally obligated to make all the cash payments or ~~delivery of Securities~~ payments therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the ~~Company~~Company or the Guarantor, on or before any such ~~sixtieth~~ forty-fifth day, to deliver such ~~Officer’s Certificate~~ written statement and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the Company or the Guarantor (i) that the mandatory sinking fund payment for such ~~series~~ Series due on the next succeeding sinking fund payment date shall be paid entirely in cash (in the Currency described above) without the option to deliver or credit Securities of such ~~series~~ Series in respect thereof and (ii) that the Company or the Guarantor will make no optional sinking fund payment with respect to such ~~series~~ Series as provided in this Section. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash (in the Currency described above) on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $~~50,000~~ 100,000, or the equivalent in the Currency in which the Securities of such Series are payable (or a lesser sum if the Company or the Guarantor shall so ~~request~~ request) with respect to the Securities of any ~~series)~~particular Series, such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such ~~series~~ Series at the sinking fund redemption price ~~thereof~~ together with accrued interest ~~thereon~~ to the date fixed for redemption. If such amount shall be $~~50,000 (~~100,000, or the equivalent in the Currency in which the Securities of such ~~lesser sum)~~ Series are payable, or less and the Company or the Guarantor makes no such request then it shall be carried over until a sum in excess of $~~50,000 (~~100,000, or the equivalent in the Currency in which the Securities of such ~~lesser sum)~~ Series are payable, is available. The Trustee shall select, in the manner provided in Section ~~3.02~~12.2, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such ~~series~~ Series to absorb said cash, as nearly as may bebe possible, and shall (if requested in writing by the ~~Company~~Company or the Guarantor) inform the Company or the Guarantor of the serial numbers of the Securities of such ~~series~~ Series (or portions thereof) so selected. Securities ~~shall be excluded from eligibility for redemption under this Section if they~~ of any Series which are identified by registration and certificate number in an Officers’ Certificate ~~delivered to the Trustee~~ at least 60 45 days prior to the sinking fund payment date as being beneficially owned ~~of record and beneficially~~ by, and not pledged or hypothecated ~~by either (a)~~ by, the ~~Company~~ Company, the Guarantor or ~~(b)~~ an entity ~~specifically identified in such Officers’ Certificate as~~ directly or indirectly controlling or controlled by or under direct or indirect common control with the ~~Company~~Company or the Guarantor shall be excluded from Securities of such Series eligible for selection for redemption. The Company or the Guarantor (or the Trustee, in the name and at the expense of the Company (or the ~~Company,~~ Guarantor if it shall so request of the Trustee in writing) shall cause notice of redemption of the Securities of such ~~series~~ Series to be given in substantially the manner provided in Section ~~3.02~~ 12.2 (and with the effect provided in Section ~~3.03~~12.3) for the redemption of Securities of such ~~series~~ Series in part at the option of the Company. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such ~~series~~ Series shall be added to the next cash sinking fund payment for such ~~series~~ Series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the ~~stated maturity~~ Stated Maturity date of the Securities of any particular ~~series~~ Series (or earlier, if such ~~maturity~~ Maturity is accelerated), which are not held for the payment or redemption of particular Securities of such ~~series~~ Series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the ~~Principal~~ principal of, and interest on, the Securities of such ~~series~~ Series at ~~maturity~~Maturity. On The Trustee shall not convert any Currency in which the Securities of such Series are payable for the purposes of such sinking fund application unless specifically requested to do so by the Company or ~~before~~ the Guarantor, and any such conversion agreed to by the Trustee in response to such request shall be for the account and at the expense of the Company or the Guarantor and shall not affect the Company’s or the Guarantor’s obligation to pay the Holders in the Currency to which such Holder may be entitled. Not later than 10:00 ~~a.m.~~ a.m., New York ~~City time~~ time, on ~~each sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to~~ the sinking fund payment date, the Company or the Guarantor shall ~~pay~~ have paid to the Trustee in cash (in the Currency described in the third paragraph of this Section 12.5) or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a ~~series~~ Series with sinking fund moneys or mail or publish any notice of redemption of Securities of for such ~~series~~ Series by operation of the sinking fund during the continuance of a ~~Default~~ default in payment of interest on such Securities or of any Event of Default except that, where the mailing or publication of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the Company or the Guarantor a sum sufficient for such ~~redemption~~redemption in immediately available funds. Except as aforesaid, any moneys in the sinking fund for such ~~series~~ Series at the time when any such ~~Default or~~ Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such ~~Default or~~ Event of Default, be deemed to have been collected under Article 6 Five and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section ~~6.04~~ 5.10 or the ~~Default~~ default cured on or before the ~~sixtieth~~ forty-fifth day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.

Appears in 2 contracts

Samples: Senior Indenture (ALTERRA CAPITAL HOLDINGS LTD), Senior Indenture (Alterra Finance LLC)

Appears in 2 contracts

Samples: Senior Indenture (Valmont Industries Inc), Indenture (Valmont Group Pty LTD)

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of the Securities of any series is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of such minimum amount provided for by the terms of ~~the~~ Securities of any series is herein referred to as an “optional sinking fund payment”. The date on which a sinking fund payment is to be made is herein referred to as the “sinking fund payment date”. In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the ~~Company~~ Issuer may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except ~~through a~~ upon redemption pursuant to the mandatory sinking ~~fund payment~~fund) by the ~~Company~~ Issuer or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the ~~Company~~ Issuer and delivered to the Trustee for cancellation pursuant to Section ~~2.11~~2.07, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the ~~Company at the option of the Company pursuant to~~ Issuer through any optional redemption provision contained in the terms of such ~~Securities or through any optional sinking fund payment~~series. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. On or before the sixtieth day next preceding each sinking fund payment date for any series, ~~or such shorter period as shall be acceptable to~~ the ~~Trustee, the Company~~ Issuer will deliver to the Trustee a written statement (which need not contain the statements required by Section 10.05) signed by an ~~Officers’ Certificate~~ authorized officer of the Issuer (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of ~~specified~~ Securities of such ~~series and the basis for such credit~~series, (b) stating that none of the ~~specified~~ Securities of such series has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing and (d) stating whether or not the ~~Company~~ Issuer intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the ~~Company~~ Issuer intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the ~~Company~~ Issuer to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section ~~2.11~~ 2.10 to the Trustee with such ~~Officers’ Certificate~~ written statement (or reasonably promptly thereafter if acceptable to the Trustee). Such ~~Officers’ Certificate~~ written statement shall be irrevocable and upon its receipt by the Trustee the ~~Company~~ Issuer shall become unconditionally obligated to make all the cash payments or ~~delivery of Securities~~ payments therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the ~~Company~~Issuer, on or before any such sixtieth day, to deliver such ~~Officer’s Certificate~~ written statement and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the ~~Company~~ Issuer (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (ii) that the ~~Company~~ Issuer will make no optional sinking fund payment with respect to such series as provided in this Section. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or a lesser sum if the ~~Company~~ Issuer shall so ~~request~~ request) with respect to the Securities of any particular series), such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption price ~~thereof~~ together with accrued interest ~~thereon~~ to the date fixed for redemption. If such amount shall be $50,000 ~~(or such lesser sum)~~ or less and the ~~Company~~ Issuer makes no such request then it shall be carried over until a sum in excess of $50,000 ~~(or such lesser sum)~~ is available. The Trustee shall select, in the manner provided in Section ~~3.02~~11.02, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the ~~Company~~Issuer) inform the ~~Company~~ Issuer of the serial numbers of the Securities of such series (or portions thereof) so selected. Securities ~~shall be excluded from eligibility for redemption under this Section if they~~ of any series which are identified by registration and certificate number in an Officers’ Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) owned by the ~~Company~~ Issuer or ~~(b)~~ an entity ~~specifically identified in such Officers’ Certificate as~~ known by the Trustee to be directly or indirectly controlling or controlled by or under direct or indirect common control with the ~~Company~~Issuer, as shown by the Security register, and not known to the Trustee to have been pledged or hypothecated by the Issuer or any such entity or (b) identified in an Officers’ Certificate at least 60 days prior to the sinking fund payment date as being beneficially owned by, and not pledged or hypothecated by, the Issuer or an entity directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer shall be excluded from Securities of such series eligible for selection for redemption. The Trustee, in the name and at the expense of the ~~Company~~ Issuer (or the ~~Company~~Issuer, if it shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section ~~3.02~~ 11.02 (and with the effect provided in Section ~~3.03~~11.03) for the redemption of Securities of such series in part at the option of the ~~Company~~Issuer. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the ~~Principal~~ principal of, and interest on, the Securities of such series at maturity. On or before ~~10:00 a.m. New York City time on~~ each ~~sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to the~~ sinking fund payment date, the ~~Company~~ Issuer shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or ~~mail~~ give any notice of redemption of Securities of for such series by operation of the sinking fund during the continuance of a ~~Default~~ default in payment of interest on such Securities or of any Event of Default except that, where the mailing of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the ~~Company~~ Issuer a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such ~~Default~~ default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such ~~Default~~ default or Event of Default, be deemed to have been collected under Article 6 4 and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section ~~6.04~~ 4.09 or the ~~Default~~ default cured on or before the sixtieth day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.

Appears in 2 contracts

Samples: Amarin Finance Ltd., Amarin Finance Ltd.

Mandatory and Optional Sinking Funds. The provisions of this Section shall be applicable to any sinking fund for the retirement of Securities of any series except as otherwise specified in the Officer’s Certificate or indenture supplemental hereto for such Securities. The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “~~mandatory sinking fund payment~~Mandatory Sinking Fund Payment”, and any payment in excess of such minimum amount provided for by the terms of the Securities of any series is herein referred to as an “~~optional sinking fund payment~~Optional Sinking Fund Payment”. The date on which a sinking fund payment is to be made is herein referred to as the “Sinking Fund Payment Date”. If provided for by the terms of any Securities, the cash amount of any sinking fund payment ~~date”~~may be subject to reduction as provided in the following paragraph. ~~In lieu of making all or any part of any mandatory~~ Each sinking fund payment ~~with respect~~ shall be applied to ~~any series~~ the redemption of Securities ~~in cash,~~ as provided for by the terms of such Securities. The Company (1) may ~~at its option (a)~~ deliver ~~to the Trustee~~ outstanding Securities of ~~such~~ a series ~~theretofore purchased or otherwise acquired~~ (~~except through~~ other than any previously called for redemption) and (2) may apply as a ~~mandatory sinking fund payment) by the Company or receive~~ credit ~~for~~ Securities of ~~such~~ a series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the Company and delivered to the Trustee for cancellation pursuant to Section 2.11, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of such series (not previously so credited) which have been redeemed ~~by the Company~~ either at the ~~option~~ election of the Company pursuant to the terms of such Securities or through the application of permitted Optional Sinking Fund Payments pursuant to the terms of such Securities, in each case in satisfaction of all or any ~~optional~~ part of any sinking fund ~~payment~~payment with respect to any Securities of such series required to be made pursuant to the terms of such Securities as and to the extent provided for by the terms of such Securities; provided that the Securities to be so credited have not been previously so credited. The Securities to be so ~~delivered or~~ credited shall be received or and credited for such purpose by the Trustee at the redemption price, as specified in the Securities so to be redeemed, for redemption through operation of the sinking fund ~~redemption price specified in~~ and the amount of such ~~Securities. On or before the sixtieth day next preceding each~~ sinking fund payment ~~date~~ shall be reduced accordingly. Not less than 60 days prior to each Sinking Fund Payment Date for any ~~series, or such shorter period as shall be acceptable to the Trustee~~Securities, the Company will deliver to the Trustee an ~~Officers’~~ Officer’s Certificate ~~(a)~~ specifying the ~~portion~~ amount of the ~~mandatory~~ next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by ~~credit of specified~~ delivering and crediting Securities ~~of such series~~ pursuant to the preceding paragraph and the basis for such credit, (b) stating that none of the specified Securities of such series has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing and (d) stating whether or not the Company intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the Company intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered will also deliver to the Trustee ~~in order for the Company~~ any Securities to be ~~entitled~~ so delivered. Not less than 30 days prior to ~~credit therefor as aforesaid which have not theretofore been delivered to~~ each such Sinking Fund Payment Date, the Trustee shall select the Securities to be ~~delivered for cancellation pursuant to~~ redeemed upon such Sinking Fund Payment Date in the manner specified in Section ~~2.11 to the Trustee with such Officers’ Certificate (or reasonably promptly thereafter if acceptable to the Trustee). Such Officers’ Certificate shall be irrevocable~~ 3.02 and upon its receipt by the Trustee the Company shall become unconditionally obligated to make all the cash payments or delivery of Securities therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure cause notice of the ~~Company, on or before any such sixtieth day,~~ redemption thereof to ~~deliver such Officer’s Certificate~~ be given in the name of and ~~Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date,~~ at the ~~irrevocable election~~ expense of the Company (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (ii) that the Company will make no optional sinking fund payment with respect to such series as provided in this Section. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or a lesser sum if the Company shall so request with respect to the Securities of any series), such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption price thereof together with accrued interest thereon to the date fixed for redemption. If such amount shall be $50,000 (or such lesser sum) or less and the Company makes no such request then it shall be carried over until a sum in excess of $50,000 (or such lesser sum) is available. The Trustee shall select, in the manner provided in Section 3.02. Such notice having been duly given, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the Company) inform the Company of the serial numbers of the Securities of such series (or portions thereof) so selected. Securities shall be excluded from eligibility for redemption under this Section if they are identified by registration and certificate number in an Officers’ Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) the Company or (b) an entity specifically identified in such Officers’ Certificate as directly or indirectly controlling or controlled by or under direct or indirect common control with the Company. The Trustee, in the name and at the expense of the Company (or the Company, if it shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section 3.02 (and with the effect provided in Section 3.03) for the redemption of Securities of such series in part at the option of the Company. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the Principal of, and interest on, the Securities of such series at maturity. On or before 10:00 a.m. New York City time on each sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to the sinking fund payment date, the Company shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or mail any notice of redemption of Securities of such series by operation of the sinking fund during the continuance of a Default in payment of interest on such Securities or of any Event of Default except that, where the mailing of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the Company a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such Default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such Default or Event of Default, be deemed to have been collected under Article 6 and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section 6.04 or the Default cured on or before the sixtieth day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such ~~Securities~~Securities shall be made upon the terms and in the manner stated in Section 3.03.

Appears in 2 contracts

Samples: Indenture (First American Financial Corp), Indenture (Calpine Corp)

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of the Securities of any series is herein referred to as a “"mandatory sinking fund payment”", and any payment in excess of such minimum amount provided for by the terms of the Securities of any series is herein referred to as an “"optional sinking fund payment”". The date on which a sinking fund payment is to be made is herein referred to as the “"sinking fund payment date”". In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the ~~Company~~ Issuer may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except ~~through a~~ upon redemption pursuant to the mandatory sinking ~~fund payment~~fund) by the ~~Company~~ Issuer or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the ~~Company~~ Issuer and delivered to the Trustee for cancellation pursuant to Section ~~2.11~~2.10, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this ~~Section,~~ Section or (c) receive credit for Securities of such series (not previously so credited) redeemed by the ~~Company at the option of the Company pursuant to~~ Issuer through any optional redemption provision contained in the terms of such ~~Securities or through any optional sinking fund payment~~series. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. On or before the ~~sixtieth~~ 60th day next preceding each sinking fund payment date for any series, ~~or such shorter period as shall be acceptable to~~ the ~~Trustee, the Company~~ Issuer will deliver to the Trustee an Officers’ ' Certificate (which need not contain the statements required by Section 14.5) (a) specifying the portion of the mandatory sinking fund payment due on such date to be satisfied by payment of cash and the portion to be satisfied by credit of ~~specified~~ Securities of such series and the basis for such credit, (b) stating that none of the ~~specified~~ Securities of such series to be so credited has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred and are continuing (which have not been waived or cured) and ~~are continuing and~~ (d) stating whether or not the ~~Company~~ Issuer intends to exercise its right to make an optional sinking fund payment on such date with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the ~~Company~~ Issuer intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be so credited and required to be delivered to the Trustee in order for the ~~Company~~ Issuer to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section ~~2.11~~ 2.10 to the Trustee with such Officers’ ' Certificate (or reasonably promptly thereafter if acceptable to the Trustee). Such Officers’ ' Certificate shall be ~~irrevocable~~ irrevocable, and upon its receipt by the Trustee the ~~Company~~ Issuer shall become unconditionally obligated to make all the cash payments or ~~delivery of Securities~~ other deliveries therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the ~~Company~~Issuer, on or before any such ~~sixtieth~~ 60th day, to deliver such ~~Officer’s~~ Officers' Certificate and ~~Securities~~ securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such ~~date~~60th day, the irrevocable election of the ~~Company~~ Issuer that (i) ~~that~~ the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (ii) ~~that~~ the ~~Company~~ Issuer will make no optional sinking fund payment with respect to such series on such date as provided in this Section. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 ~~(or a lesser sum~~ and if the ~~Company~~ Issuer shall so request with respect to the Securities of any particular series), such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the applicable sinking fund redemption ~~price thereof~~ price, together with accrued interest ~~thereon~~ to the date fixed for redemption. If such amount shall be $50,000 ~~(or such lesser sum)~~ or less and the ~~Company~~ Issuer makes no such ~~request~~ request, then it such amount shall be carried over until a sum in excess of $50,000 ~~(or such lesser sum)~~ is available. The Trustee shall select, in the manner provided in Section ~~3.02~~11.2, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the ~~Company~~Issuer) inform the ~~Company~~ Issuer of the serial numbers of the Securities of such series (or portions thereof) so selected. Securities shall be excluded from eligibility for redemption under this Section if they are identified by registration and certificate number in an Officers’ ' Certificate delivered to the Trustee at least 60 40 days prior to the sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) the ~~Company~~ Issuer or (b) an entity specifically identified in such Officers’ ' Certificate as ~~directly or indirectly controlling or controlled by or under direct or indirect common control with~~ an Affiliate of the ~~Company~~Issuer. The Trustee, in the name and at the expense of the ~~Company~~ Issuer (or the ~~Company~~Issuer, if it shall so request the Trustee in writing) ), shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section ~~3.02~~ 11.2 (and with the effect provided in Section ~~3.03~~11.3) for the redemption of Securities of such series in part at the option of the ~~Company~~Issuer. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated maturity date of the Securities of ~~any~~ a particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such ~~series~~ series, shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the ~~Principal of,~~ principal of and interest ~~on,~~ on the Securities of such series at maturity. On Unless otherwise provided for, on or before ~~10:00 a.m. New York City time on~~ each ~~sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to the~~ sinking fund payment date, the ~~Company~~ Issuer shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on ~~the next following~~ such sinking fund payment date. The Trustee shall not redeem or cause to be redeemed ~~any~~ Securities of a any series with sinking fund moneys or ~~mail~~ give any notice of redemption of Securities of such series by operation of the sinking fund for such series during the continuance ~~of a Default in payment of interest on such Securities or~~ of any Event of Default with respect to such series except that, ~~where the mailing of~~ if notice of redemption of any Securities of such series shall theretofore have been ~~made~~given, the Trustee shall redeem or cause to be redeemed such Securities, provided that it the Trustee or one or more paying agents shall have received from the ~~Company~~ Issuer a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such ~~Default or~~ Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such ~~Default or~~ Event of Default, be deemed to have been collected under Article 6 Five and held for the payment of all Securities of such ~~Securities~~series. In case such Event of Default shall have been waived as provided in Section ~~6.04~~ 5.10 or ~~the~~ such Event of Default cured on or before the ~~sixtieth~~ 60th day preceding ~~the~~ any sinking fund payment ~~date in any year~~date, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of Securities of such ~~Securities~~series.

Appears in 2 contracts

Samples: Indenture (CMS Energy Corp), CMS Energy Corp

Appears in 2 contracts

Samples: Indenture (Cccisg Capital Trust), Indenture (RCN Corp /De/)

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of the Securities of any series is herein referred to as a “"mandatory sinking fund payment”", and any payment in excess of such minimum amount provided for by the terms of the Securities of any series is herein referred to as an “"optional sinking fund payment”". The date on which a sinking fund payment is to be made is herein referred to as the “"sinking fund payment date”". In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the ~~Company~~ Issuer may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except ~~through a~~ upon redemption pursuant to the mandatory sinking ~~fund payment~~fund) by the ~~Company~~ Issuer or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the ~~Company~~ Issuer and delivered to the Trustee for cancellation pursuant to Section ~~2.11~~2.10, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the ~~Company at the option of the Company pursuant to~~ Issuer through any optional redemption provision contained in the terms of such ~~Securities or through any optional sinking fund payment~~series. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. On or before the ~~sixtieth~~ 60th day next preceding each sinking fund payment date for any series, ~~or such shorter period as shall be acceptable to~~ the ~~Trustee, the Company~~ Issuer will deliver to the Trustee an Officers’ ' Certificate (which need not contain the statements required by Section 11.5) (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of ~~specified~~ Securities of such series and the basis for such credit, (b) stating that none of the ~~specified~~ Securities of such series to be so credited has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing and (d) stating whether or not the ~~Company~~ Issuer intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the ~~Company~~ Issuer intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the ~~Company~~ Issuer to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section ~~2.11~~ 2.10 to the Trustee with such Officers’ ' Certificate (or reasonably promptly thereafter if acceptable to the Trustee). Such Officers’ ' Certificate shall be irrevocable and upon its receipt by the Trustee the ~~Company~~ Issuer shall become unconditionally obligated to make all the cash payments or ~~delivery of Securities~~ payments therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the ~~Company~~Issuer, on or before any such ~~sixtieth~~ 60th day, to deliver or cause to be delivered such ~~Officer’s~~ Officers' Certificate and Securities (subject to the parenthetical clause in the second preceding sentence) specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the ~~Company~~ Issuer (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (ii) that the ~~Company~~ Issuer will make no optional sinking fund payment with respect to such series as provided in this Section. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or the equivalent thereof in any Foreign Currency or ECU) or a lesser sum in Dollars (or the equivalent thereof in any Foreign Currency or ECU) if the ~~Company~~ Issuer shall so request with respect to the Securities of any particular series), such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption price ~~thereof~~ together with accrued interest ~~thereon~~ to the date fixed for redemption. If such amount shall be $50,000 (or ~~such lesser sum~~the equivalent thereof in any Foreign Currency or ECU) or less and the ~~Company~~ Issuer makes no such request then it shall be carried over until a sum in excess of $50,000 (or ~~such lesser sum~~the equivalent thereof in any Foreign Currency or ECU) is available. The Trustee shall select, in the manner provided in Section ~~3.02~~12.2 and subject to the limitations in Section 12.4, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such series to absorb said cash, as nearly as may bebe practicable, and shall (if requested in writing by the ~~Company~~Issuer) inform the ~~Company~~ Issuer of the serial numbers of the Securities of such series (or portions thereof) so selected. Securities shall be excluded from eligibility for redemption under this Section if they are identified by registration and certificate number in an Officers’ Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) the Company or (b) an entity specifically identified in such Officers’ Certificate as directly or indirectly controlling or controlled by or under direct or indirect common control with the Company. The Trustee, in the name and at the expense of the ~~Company~~ Issuer (or the ~~Company~~Issuer, if it shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in ~~substantially~~ substan- tially the manner provided in Section ~~3.02~~ 12.2 (and with the effect provided in Section ~~3.03~~12.3) for the redemption of Securities of such series in part at the option of the ~~Company~~Issuer. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund ~~moneys~~ monies held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be applied, together with other ~~moneys~~monies, if necessary, sufficient for the purpose, to the payment of the ~~Principal~~ principal of, and interest on, the Securities of such series at maturity. On or before ~~10:00 a.m. New York City time on~~ each ~~sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to the~~ sinking fund payment date, the ~~Company~~ Issuer shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund ~~moneys~~ monies or ~~mail~~ give any notice of redemption of Securities of for such series by operation of the sinking fund during the continuance of a ~~Default~~ default in payment of interest on such Securities or of any Event of Default except that, where the ~~mailing~~ giving of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the ~~Company~~ Issuer a sum sufficient for such redemption. Except as aforesaid, any ~~moneys~~ monies in the sinking fund for such series at the time when any such ~~Default~~ default or Event of Default shall occur, and any ~~moneys~~ monies thereafter paid into the sinking fund, shall, during the continuance of such ~~Default~~ default or Event of Default, be deemed to have been collected under Article 6 Five and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section ~~6.04~~ 5.10 or the ~~Default~~ default cured on or before the sixtieth day preceding the sinking fund payment date in any year, such ~~moneys~~ monies shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.

Appears in 2 contracts

Samples: Indenture (Freeport McMoran Copper & Gold Inc), Freeport McMoran Copper & Gold Inc

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of the Securities of any series is herein referred to as a “mandatory sinking fund payment”, ,” and any payment in excess of such minimum amount provided for by the terms of the Securities of any series is herein referred to as an “optional sinking fund payment”. .” The date on which a sinking fund payment is to be made is herein referred to as the “sinking fund payment date”. .” In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the Company may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except through a mandatory sinking fund payment) by the Company or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the Company and delivered to the Trustee for cancellation pursuant to Section 2.11, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the Company ~~at the option of the Company pursuant to the terms of such Securities or~~ through any optional sinking fund payment. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. On or before the sixtieth day next preceding each sinking fund payment date for any series, or such shorter period as shall be acceptable to the Trustee, the Company will deliver to the Trustee an Officers’ Certificate (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of specified Securities of such series and the basis for such credit, (b) stating that none of the specified Securities of such series has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing and (d) stating whether or not the Company intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the Company intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the Company to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section 2.11 to the Trustee with such Officers’ Certificate (or reasonably promptly thereafter if acceptable to the Trustee). Such Officers’ Certificate shall be irrevocable ~~and~~ and, upon its receipt by the ~~Trustee~~ Trustee, the Company shall become unconditionally obligated to make all the cash payments or delivery of Securities therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the Company, on or before any such sixtieth day, to deliver such ~~Officer’s~~ Officers’ Certificate and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the Company (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (ii) that the Company will make no optional sinking fund payment with respect to such series as provided in this Section. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or a lesser sum if the Company shall so request with respect to the Securities of any series), such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption price thereof together with accrued interest thereon to the date fixed for redemption. If such amount shall be $50,000 (or such lesser sum) or less and the Company makes no such request then it shall be carried over until a sum in excess of $50,000 (or such lesser sum) is available. The Trustee shall select, in the manner provided in Section 3.02, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the Company) inform the Company of the serial numbers of the Securities of such series (or portions thereof) so selected. Securities shall be excluded from eligibility for redemption under this Section if they are identified by registration and certificate number in an Officers’ Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) the Company or (b) an entity specifically identified in such Officers’ Certificate as directly or indirectly controlling or controlled by or under direct or indirect common control with the Company. The Trustee, in the name and at the expense of the Company (or the Company, if it shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section 3.02 (and with the effect provided in Section 3.03) for the redemption of Securities of such series in part at the option of the Company. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the Principal of, and interest on, the Securities of such series at maturity. On or before 10:00 ~~a.m.~~ a.m., New York City ~~time~~ time, on each ~~sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to the~~ sinking fund payment date, the Company shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or mail any notice of redemption of Securities of such series by operation of the sinking fund during the continuance of a Default in payment of interest on such Securities or of any Event of Default except that, where the mailing of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the Company a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such Default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such ~~Default~~ default or Event of Default, be deemed to have been collected under Article 6 and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section 6.04 or the Default cured on or before the sixtieth day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.

Appears in 2 contracts

Samples: Subordinated Indenture (Credit Suisse (Usa) Inc), Senior Indenture (Credit Suisse (Usa) Inc)

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of the Securities of any series is herein referred to as a “mandatory sinking fund payment”, ,” and any payment in excess of such minimum amount provided for by the terms of the Securities of any series is herein referred to as an “optional sinking fund payment”. .” The date on which a sinking fund payment is to be made is herein referred to as the “sinking fund payment date”. .” In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the ~~Company~~ Issuer may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except ~~through a~~ upon redemption pursuant to the mandatory sinking ~~fund payment~~fund) by the ~~Company~~ Issuer or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the ~~Company~~ Issuer and delivered to the Trustee for cancellation pursuant to Section ~~2.11~~2.10, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this ~~Section~~Section 12.5, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the ~~Company at the option of the Company pursuant to~~ Issuer through any optional redemption provision contained in the terms of such ~~Securities or through any optional sinking fund payment~~series. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. On or before the ~~sixtieth~~ 60th day next preceding each sinking fund payment date for any series, ~~or such shorter period as shall be acceptable to~~ the ~~Trustee, the Company~~ Issuer will deliver to the Trustee an Officers’ Certificate (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of ~~specified~~ Securities of such series and the basis for such credit, (b) stating that none of the ~~specified~~ Securities of such series to be so credited has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or ~~cured~~cured or otherwise ceased to exist) and are ~~continuing~~ continuing, and (d) stating whether or not the ~~Company~~ Issuer intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the ~~Company~~ Issuer intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the ~~Company~~ Issuer to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section ~~2.11~~ 2.10 to the Trustee with such Officers’ Certificate (or reasonably promptly thereafter if acceptable to the Trustee). Such Officers’ Certificate shall be irrevocable and upon its receipt by the Trustee the ~~Company~~ Issuer shall become unconditionally obligated to make all the cash payments or ~~delivery of Securities~~ payments therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the ~~Company~~Issuer, on or before any such ~~sixtieth~~ 60th day, to deliver such ~~Officer’s~~ Officers’ Certificate and Securities (subject to the parenthetical clause in the second preceding sentence) specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the ~~Company~~ Issuer (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect ~~thereof~~ thereof, and (ii) that the ~~Company~~ Issuer will make no optional sinking fund payment with respect to such series as provided in this ~~Section~~Section 12.5. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $~~50,000 (~~50,000, or a lesser sum if the ~~Company~~ Issuer shall so request with respect to the Securities of any particular series), such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption price ~~thereof~~ together with accrued ~~interest thereon~~ interest, if any, to the date fixed for redemption. If such amount shall be $50,000 ~~(or such lesser sum)~~ or less and the ~~Company~~ Issuer makes no such ~~request~~ request, then it shall be carried over until a sum in excess of $50,000 ~~(or such lesser sum)~~ is available. The Trustee shall select, in the manner provided in Section ~~3.02~~12.2, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the ~~Company~~Issuer) inform the ~~Company~~ Issuer of the serial numbers of the Securities of such series (or portions thereof) so selected. ~~Securities shall be excluded from eligibility for redemption under this Section if they are identified by registration and certificate number in an Officers’ Certificate delivered to~~ The Issuer, or the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) the Company or (b) an entity specifically identified in such Officers’ Certificate as directly or indirectly controlling or controlled by or under direct or indirect common control with the Company. The Trustee, in the name and at the expense of the ~~Company~~ Issuer (or if the ~~Company, if it~~ Issuer shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section ~~3.02~~ 12.2 (and with the effect provided in Section ~~3.03~~12.3) for the redemption of Securities of such series in part at the option of the ~~Company~~Issuer. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this ~~Section~~Section 12.5. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the ~~Principal~~ principal of, and ~~interest~~ interest, if any, on, the Securities of such series at maturity. On or before ~~10:00 a.m. New York City time~~ 9:00 A.M. on each ~~sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to the~~ sinking fund payment date, the ~~Company~~ Issuer shall pay to the Trustee in cash or shall otherwise provide for the payment of all ~~interest~~ interest, if any, accrued to the date fixed for redemption on Securities to be redeemed on ~~the next following~~ such sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or ~~mail~~ give any notice of redemption of Securities of for such series by operation of the sinking fund during the continuance of a ~~Default~~ default in payment of interest on such Securities or of any Event of Default with respect to such series except that, where the ~~mailing~~ giving of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the ~~Company~~ Issuer a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such ~~Default~~ default or Event of Default known to a Responsible Officer of the Trustee shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such ~~Default~~ default or Event of Default, be deemed to have been collected under Article 6 Five and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section ~~6.04~~ 5.7 or the ~~Default~~ default cured on or before the ~~sixtieth~~ 60th day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.

Appears in 2 contracts

Samples: Hovnanian Enterprises Inc, Hovnanian Enterprises Inc

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of the Securities of any series is herein referred to as a “"mandatory sinking fund payment”, ," and any payment in excess of such minimum amount provided for by the terms of the Securities of any series is herein referred to as an “"optional sinking fund payment”. ." The date on which a sinking fund payment is to be made is herein referred to as the “"sinking fund payment date”. ." In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the ~~Company~~ Issuers may at ~~its~~ their option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except ~~through a~~ upon redemption pursuant to the mandatory sinking ~~fund payment~~fund) by the ~~Company~~ Issuers or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the ~~Company~~ Issuers and delivered to the Trustee for cancellation pursuant to Section ~~2.11~~2.10, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this ~~Section~~Section 12.5, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the ~~Company at the option of the Company pursuant to~~ Issuers through any optional redemption provision contained in the terms of such ~~Securities or through any optional sinking fund payment~~series. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. On or before the ~~sixtieth~~ 60th day next preceding each sinking fund payment date for any series, ~~or such shorter period as shall be acceptable to~~ the ~~Trustee, the Company~~ Issuers will deliver to the Trustee an Officers’ ' Certificate (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of ~~specified~~ Securities of such series and the basis for such credit, (b) stating that none of the ~~specified~~ Securities of such series to be so credited has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or ~~cured~~cured or otherwise ceased to exist) and are ~~continuing~~ continuing, and (d) stating whether or not the ~~Company intends~~ Issuers intend to exercise ~~its~~ their right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the ~~Company intends~~ Issuers intend to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the ~~Company~~ Issuers to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section ~~2.11~~ 2.10 to the Trustee with such Officers’ ' Certificate (or reasonably promptly thereafter if acceptable to the Trustee). Such Officers’ ' Certificate shall be irrevocable and upon its receipt by the Trustee the ~~Company~~ Issuers shall become unconditionally obligated to make all the cash payments or ~~delivery of Securities~~ payments therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the ~~Company~~Issuers, on or before any such ~~sixtieth~~ 60th day, to deliver such ~~Officer’s~~ Officers' Certificate and Securities (subject to the parenthetical clause in the second preceding sentence) specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the ~~Company~~ Issuers (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect ~~thereof~~ thereof, and (ii) that the ~~Company~~ Issuers will make no optional sinking fund payment with respect to such series as provided in this ~~Section~~Section 12.5. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $~~50,000 (~~50,000, or a lesser sum if the ~~Company~~ Issuers shall so request with respect to the Securities of any particular series), such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption price ~~thereof~~ together with accrued ~~interest thereon~~ interest, if any, to the date fixed for redemption. If such amount shall be $50,000 ~~(or such lesser sum)~~ or less and the ~~Company makes~~ Issuers make no such ~~request~~ request, then it shall be carried over until a sum in excess of $50,000 ~~(or such lesser sum)~~ is available. The Trustee shall select, in the manner provided in Section ~~3.02~~12.2, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the ~~Company~~Issuers) inform the ~~Company~~ Issuers of the serial numbers of the Securities of such series (or portions thereof) so selected. ~~Securities shall be excluded from eligibility for redemption under this Section if they are identified by registration and certificate number in an Officers’ Certificate delivered to~~ The Issuers, or the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) the Company or (b) an entity specifically identified in such Officers’ Certificate as directly or indirectly controlling or controlled by or under direct or indirect common control with the Company. The Trustee, in the name and at the expense of the ~~Company~~ Issuers (or if the ~~Company, if it~~ Issuers shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section ~~3.02~~ 12.2 (and with the effect provided in Section ~~3.03~~12.3) for the redemption of Securities of such series in part at the option of the ~~Company~~Issuers. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this ~~Section~~Section 12.5. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the ~~Principal~~ principal of, and ~~interest~~ interest, if any, on, the Securities of such series at maturity. On or before ~~10:00 a.m. New York City time on~~ each ~~sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to the~~ sinking fund payment date, the ~~Company~~ Issuers shall pay to the Trustee in cash or shall otherwise provide for the payment of all ~~interest~~ interest, if any, accrued to the date fixed for redemption on Securities to be redeemed on ~~the next following~~ such sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or ~~mail~~ give any notice of redemption of Securities of for such series by operation of the sinking fund during the continuance of a ~~Default~~ default in payment of interest on such Securities or of any Event of Default with respect to such series except that, where the ~~mailing~~ giving of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the ~~Company~~ Issuers a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such ~~Default~~ default or Event of Default known to a Responsible Officer of the Trustee shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such ~~Default~~ default or Event of Default, be deemed to have been collected under Article 6 Five and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section ~~6.04~~ 5.7 or the ~~Default~~ default cured on or before the ~~sixtieth~~ 60th day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.

Appears in 2 contracts

Samples: Senior Indenture (Triton Energy LTD), Triton Energy Corp

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of such minimum amount provided for by the terms of ~~the~~ Securities of any series is herein referred to as an “optional sinking fund payment”. The date on which a sinking fund payment is to be made is herein referred to as the “sinking fund payment date”. In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the ~~Company~~ Issuer may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except ~~through a~~ upon redemption pursuant to the mandatory sinking ~~fund payment~~fund) by the ~~Company~~ Issuer or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the ~~Company~~ Issuer and delivered to the Trustee for cancellation pursuant to Section ~~2.11~~2.14, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this ~~Section~~Section 11.05, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the ~~Company at the option of the Company pursuant to~~ Issuer through any optional redemption provision contained in the terms of such ~~Securities or through any optional sinking fund payment~~series. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. On or before the sixtieth day next preceding each sinking fund payment date for any series, ~~or such shorter period as shall be acceptable to~~ the ~~Trustee, the Company~~ Issuer will deliver to the Trustee a written statement (which need not contain the statements required by Section 10.05) signed by an ~~Officers’ Certificate~~ authorized officer of the Issuer (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of ~~specified~~ Securities of such ~~series and the basis for such credit~~series, (b) stating that none of the ~~specified~~ Securities of such series has theretofore been so credited, (c) stating that no defaults in the payment of ~~interest~~ interest, if any, or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing and (d) stating whether or not the ~~Company~~ Issuer intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the ~~Company~~ Issuer intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the ~~Company~~ Issuer to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section ~~2.11~~ 2.14 to the Trustee with such ~~Officers’ Certificate~~ written statement (or reasonably promptly thereafter if acceptable to the Trustee). Such ~~Officers’ Certificate~~ written statement shall be irrevocable and upon its receipt by the Trustee the ~~Company~~ Issuer shall become unconditionally obligated to make all the cash payments or ~~delivery of Securities~~ payments therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the ~~Company~~Issuer, on or before any such sixtieth day, to deliver such ~~Officer’s Certificate~~ written statement and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the ~~Company~~ Issuer (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (ii) that the ~~Company~~ Issuer will make no optional sinking fund payment with respect to such series as provided in this ~~Section~~Section 11.05. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or a lesser sum if the ~~Company~~ Issuer shall so ~~request~~ request) with respect to the Securities of any particular series), such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption price ~~thereof~~ together with accrued interest ~~thereon to~~ and any additional amounts due on the date fixed for redemption. If such amount shall be $50,000 ~~(or such lesser sum)~~ or less and the ~~Company~~ Issuer makes no such request then it shall be carried over until a sum in excess of $50,000 ~~(or such lesser sum)~~ is available. The Trustee shall select, in the manner provided in ~~Section 3.02~~Sections 11.02 and 11.04, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the ~~Company~~Issuer) inform the ~~Company~~ Issuer of the serial numbers of the Securities of such series (or portions thereof) so selected. Securities shall be excluded from eligibility for redemption under this Section if they are identified by registration and certificate number in an Officers’ Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) the Company or (b) an entity specifically identified in such Officers’ Certificate as directly or indirectly controlling or controlled by or under direct or indirect common control with the Company. The Trustee, in the name and at the expense of the ~~Company~~ Issuer (or the ~~Company~~Issuer, if it shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section ~~3.02~~ 11.02 (and with the effect provided in Section ~~3.03~~11.03) for the redemption of Securities of such series in part at the option of the ~~Company~~Issuer. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this ~~Section~~Section 11.05. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the ~~Principal~~ principal of, and interest on, the Securities of such series at maturity. ~~On or before 10:00 a.m. New York City time on each sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the~~ At least one Business Day ~~prior to the~~ before each sinking fund payment date, the ~~Company~~ Issuer shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or mail any notice of redemption of Securities of for such series by operation of the sinking fund during the continuance of a ~~Default~~ default in payment of interest on such Securities or of any Event of Default except that, where the mailing of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the ~~Company~~ Issuer a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such ~~Default~~ default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such ~~Default~~ default or Event of Default, be deemed to have been collected under Article 6 4 and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section ~~6.04~~ 4.10 or the ~~Default~~ default cured on or before the sixtieth day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.

Appears in 2 contracts

Samples: Indenture (Smith & Nephew PLC), Smith & Nephew PLC

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “"mandatory sinking fund payment”", and any payment in excess of such minimum amount provided for by the terms of ~~the~~ Securities of any series is herein referred to as an “"optional sinking fund payment”". The date on which a sinking fund payment is to be made is herein referred to as the “"sinking fund payment date”". In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the ~~Company~~ Issuer may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except ~~through a~~ upon redemption pursuant to the mandatory sinking ~~fund payment~~fund) by the ~~Company~~ Issuer or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the ~~Company~~ Issuer and delivered to the Trustee for cancellation pursuant to Section ~~2.11~~2.12, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the ~~Company at the option of the Company pursuant to~~ Issuer through any optional redemption provision contained in the terms of such ~~Securities or through any optional sinking fund payment~~series. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities, and the amount of such mandatory sinking fund payment shall be reduced accordingly. On or before the sixtieth day next preceding each sinking fund payment date for any ~~series, or such shorter period as shall be acceptable to the Trustee~~series of Securities, the ~~Company~~ Issuer will deliver to the Trustee a certificate of the Issuer (which need not contain the statements required by the Trust Indenture Act of 1939) signed by an officer of the Issuer who is one of the officers authorized to sign an Officers’ ' Certificate (a) specifying the ~~portion~~ portion, if any, of the mandatory sinking fund payment to be satisfied by payment of cash and the ~~portion~~ portion, if any, to be satisfied by credit of ~~specified~~ Securities of such ~~series and the basis for such credit~~series, (b) stating that none of ~~the specified~~ such Securities ~~of such series~~ has theretofore been so credited, (c) stating that no ~~defaults in the payment of interest or Events~~ Event of Default with respect to such series ~~have~~ has occurred (which ~~have~~ has not been waived or cured) and ~~are continuing~~ is continuing, and (d) stating whether or not the ~~Company~~ Issuer intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the ~~Company~~ Issuer intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the ~~Company~~ Issuer to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section ~~2.11~~ 2.12 to the Trustee with such ~~Officers’ Certificate (or reasonably promptly thereafter if acceptable to the Trustee)~~certificate. Such ~~Officers’ Certificate~~ certificate shall be irrevocable and upon its receipt by the ~~Trustee~~ Trustee, the ~~Company~~ Issuer shall become ~~unconditionally~~ obligated to make all the cash payments or ~~delivery of Securities~~ payments therein referred to, if ~~any~~any (which cash may be deposited with the Trustee or with one or more paying agents, or, if the Issuer is acting as its own paying agent, segregated and held in trust as required by the Trust Indenture Act of 1939), on or before the next succeeding sinking fund payment date. Failure of the ~~Company~~Issuer, on or before any such sixtieth day, to deliver such ~~Officer’s Certificate~~ certificate and ~~Securities~~ securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the ~~Company~~ Issuer (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect ~~thereof~~ thereof, and (ii) that the ~~Company~~ Issuer will make no optional sinking fund payment with respect to such series as provided in this Section. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed U.S. $~~50,000~~ 100,000 in respect of Securities issued in the United States or Cdn.$100,000 in respect of Securities issued in Canada or, if payments on Securities of such series are to be made in a currency other than U.S. dollars or Canadian dollars or in units or composites of two or more currencies, the equivalent thereof in the relevant currency or unit or composite currency (or such other amount as is specified for a particular series of Securities pursuant to Section 2.5), or a lesser sum if the ~~Company~~ Issuer shall so ~~request~~ request, with respect to the Securities of any particular series), such cash shall be applied by the Trustee (or by the Issuer or the Guarantor if the Issuer or the Guarantor is acting as paying agent) on the ~~next succeeding~~ sinking fund payment date on which such payment is made (or, if such payment is made before a sinking fund payment date, on the next sinking fund payment date following the date of such payment) to the redemption of such Securities ~~of such series~~ at the sinking fund redemption price ~~thereof~~ specified in such Securities for operation of the sinking fund together with accrued ~~interest thereon~~ interest, if any, to the date fixed for redemption. If such amount shall be U.S. $~~50,000~~ 100,000 in respect of Securities issued in the United States or Cdn.$100,000 in respect of Securities issued in Canada or if payments on Securities of such series are to be made in a currency other than U.S. dollars or Canadian dollars, as the case may be, or in units or composites of two or more currencies, the equivalent thereof in the relevant currency or unit or composite currency (or such ~~lesser sum)~~ other amount as is specified for the particular series pursuant to Section 2.5), or less and the ~~Company~~ Issuer makes no such request then it shall be carried over until a sum in excess of U.S. $~~50,000 (~~100,000 in respect of Securities issued in the United States or ~~such lesser sum)~~ Cdn.$100,000 in respect of Securities issued in Canada, or the equivalent thereof in the relevant currency or unit or composite currency, is available. The Trustee shall select, in the manner provided in Section ~~3.02~~10.2, for redemption on such sinking fund payment date ~~a sufficient principal amount of~~ Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the ~~Company~~Issuer) inform the ~~Company~~ Issuer of the serial numbers or other distinguishing symbols of the Securities of such series (or portions thereof) so selected. ~~Securities~~ If the Trustee shall be ~~excluded from eligibility~~ required to select Securities of any series for ~~redemption under this Section if they are identified by registration~~ the sinking fund and ~~certificate number in an Officers’ Certificate delivered to~~ is not acting as repository of the ~~Trustee~~ Register for such series, at least 60 days prior to the sinking fund payment ~~date as being owned~~ date, the Issuer shall furnish to the Trustee a current list of ~~record and beneficially by, and not pledged or hypothecated by either~~ all Outstanding Securities of such series. Securities of any series which are (a) owned by the ~~Company~~ Issuer or ~~(b)~~ an entity ~~specifically identified in such Officers’ Certificate as~~ known by the Trustee to be directly or indirectly controlling or controlled by or under direct or indirect common control with the ~~Company~~Issuer, as shown by the Register, and not known to the Trustee to have been pledged or hypothecated by the Issuer or any such entity, or (b) identified in an Officers' Certificate at least 60 days prior to the sinking fund payment date as being beneficially owned by, and not pledged or hypothecated by, the Issuer or an entity directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer, shall be excluded from Securities of such series eligible for selection for redemption. The Trustee, in the name and at the expense of the ~~Company~~ Issuer (or the ~~Company~~Issuer, if it shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section ~~3.02~~ 10.2, except that the notice of redemption shall also state that the Securities are being redeemed by operation of the sinking fund (and with the effect provided in Section ~~3.03~~10.3) for the redemption of Securities of such series in part at the option of the ~~Company~~Issuer. The amount of any sinking fund payments not so applied or allocated by the Trustee (or by the Issuer if the Issuer is acting as its own paying agent) to the redemption of Securities of such series shall be added to the next cash sinking fund payment received by the Trustee (or if the Issuer is acting as its own paying agent, segregated and held in trust as required by the Trust Indenture Act of 1939) for such series and, together with such ~~payment~~payment (or such amount so segregated), shall be applied in accordance with the provisions of this ~~Section~~Section 10.5. Any and all sinking fund moneys held by the Trustee (or if the Issuer is acting as its own paying agent, segregated and held in trust as required by the Trust Indenture Act of 1939) on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be ~~applied~~applied by the Trustee (or by the Issuer or the Guarantor if the Issuer or the Guarantor is acting as paying agent), together with other moneys, if necessary, sufficient for the purpose, to the payment of the ~~Principal~~ principal of, and interest on, the Securities of such series at maturity. On or before ~~10:00 a.m. New York City time on~~ each ~~sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to the~~ sinking fund payment date, the ~~Company~~ Issuer shall pay to the Trustee in cash (or if the Issuer is acting as its own paying agent will segregate and hold in trust as required by the Trust Indenture Act of 1939) or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities (or portions thereof) to be redeemed on ~~the next following~~ such sinking fund payment date. ~~The~~ Neither the Issuer nor the Trustee shall ~~not~~ redeem or cause to be redeemed any Securities of a series with sinking fund moneys or mail any notice of redemption of Securities of for such series by operation of the sinking fund during the continuance of a ~~Default~~ default in payment of ~~interest~~ interest, if any, on such Securities or of any Event of Default (other than an Event of Default occurring as a consequence of this paragraph, with respect to such Securities) except that, where the mailing of notice of redemption of any Securities shall theretofore have been made, the Trustee (or the Issuer or the Guarantor if the Issuer or the Guarantor is acting as paying agent) shall redeem or cause to be redeemed such Securities, provided that it shall have received from the ~~Company~~ Issuer (or the Issuer shall have segregated) a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such ~~Default~~ default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such ~~Default~~ default or Event of Default, be deemed to have been collected under Article 6 Four and held for the payment of all such Securities. In Notwithstanding anything in the foregoing to the contrary, in case such default or Event of Default shall have been waived as provided in Section ~~6.04~~ 4.9 or the default or Event of Default cured on or before the sixtieth day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section 10.5 to the redemption of such Securities.

Appears in 2 contracts

Samples: Indenture (Textron Financial Canada Funding Corp), Textron Financial Canada Funding Corp

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “"mandatory sinking fund payment”", and any payment in excess of such minimum amount provided for by the terms of ~~the~~ Securities of any series is herein referred to as an “"optional sinking fund payment”". The date on which a sinking fund payment is to be made is herein referred to as the “"sinking fund payment date”". In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the ~~Company~~ Issuer may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except ~~through a~~ upon redemption pursuant to the mandatory sinking ~~fund payment~~fund) ~~by the Company~~ or receive credit for Securities of such series by the Issuer (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) ~~by the Company~~ and delivered to the Trustee for cancellation pursuant to Section ~~2.11~~2.14, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, (c) receive credit for Securities of such series (not previously so credited) that have been surrendered to the Issuer for conversion, or (cd) receive credit for Securities of such series (not previously so credited) redeemed by the ~~Company at the option of the Company pursuant to~~ Issuer through any optional redemption provision contained in the terms of Securities of such ~~Securities or through any optional sinking fund payment~~series. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities, and the amount of such mandatory sinking fund payment shall be reduced accordingly. On or before the sixtieth day next preceding each sinking fund payment date for any ~~series, or such shorter period as shall be acceptable to the Trustee~~series of Securities, the ~~Company~~ Issuer will deliver to the Trustee a certificate of the Issuer (which need not contain the statements required by the Trust Indenture Act of 1939) signed by an officer of the Issuer who is one of the officers authorized to sign an Officers~~’ Certificate~~ ' Certificate, (a) specifying the ~~portion~~ portion, if any, of the mandatory sinking fund payment to be satisfied by payment of cash and the ~~portion~~ portion, if any, to be satisfied by credit of ~~specified~~ Securities of such ~~series and the basis for such credit~~series, (b) stating that none of ~~the specified~~ such Securities ~~of such series~~ has theretofore been so credited, (c) stating that no ~~defaults in the payment of interest or Events~~ Event of Default with respect to such series ~~have~~ has occurred (which ~~have~~ has not been waived or cured) and ~~are~~ is continuing and (d) stating whether or not the ~~Company~~ Issuer intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the ~~Company~~ Issuer intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the ~~Company~~ Issuer to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section ~~2.11~~ 2.14 to the Trustee with such ~~Officers’ Certificate (or reasonably promptly thereafter if acceptable to the Trustee)~~certificate. Such ~~Officers’ Certificate~~ certificate shall be irrevocable and upon its receipt by the Trustee the ~~Company~~ Issuer shall become ~~unconditionally~~ obligated to make all the cash payments or ~~delivery of Securities~~ payments therein referred to, if ~~any~~any (which cash may be deposited with the Trustee or with one or more paying agents or, if the Issuer is acting as its own paying agent, segregated and held in trust as required by the Trust Indenture Act of 1939), on or before the next succeeding sinking fund payment date. Failure of the ~~Company~~Issuer, on or before any such sixtieth day, to deliver such ~~Officer’s Certificate~~ certificate and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the ~~Company~~ Issuer (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (ii) that the ~~Company~~ Issuer will make no optional sinking fund payment with respect to such series as provided in this Section. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed ~~$50,000~~ U.S.$100,000 or, if payments on Securities of such series are to be made in a currency other than Dollars or in units or composites of two or more currencies, the equivalent thereof (based upon the Market Exchange Rate on the sixtieth day preceding the relevant sinking fund payment date or if the Market Exchange Rate is not available for such date, the immediately preceding date for which the Market Exchange Rate is available) in the relevant currency or unit or composite currency (or such other amount as is specified for a particular series of Securities pursuant to Section 2.6), or a lesser sum if the ~~Company~~ Issuer shall so ~~request~~ request, with respect to the Securities of any particular series), such cash shall be applied by the Trustee (or by the Issuer if the Issuer is acting as its own paying agent) on the ~~next succeeding~~ sinking fund payment date on which such payment is made (or, if such payment is made before a sinking fund payment date, on the next sinking fund payment date following the date of such payment) to the redemption of such Securities ~~of such series~~ at the sinking fund redemption price ~~thereof~~ specified in such Securities for operation of the sinking fund together with accrued ~~interest thereon~~ interest, if any, to the date fixed for redemption. If such amount shall be ~~$50,000~~ U.S.$100,000 or, if payments on Securities of such series are to be made in a currency other than Dollars or in units or composites of two more currencies, the equivalent thereof (based upon the Market Exchange Rate on the sixtieth day preceding the relevant sinking fund payment date or if the Market Exchange Rate is not available for such date, the immediately preceding date for which the Market Exchange Rate is available) in the relevant currency or unit or composite currency (or such ~~lesser sum)~~ other amount as is specified for the particular series pursuant to Section 2.6), or less and the ~~Company~~ Issuer makes no such request then it shall be carried over until a sum in excess of ~~$50,000 (~~U.S.$100,000, or ~~such lesser sum)~~ the equivalent thereof in the relevant currency or unit or composite currency, is available. The Trustee shall select, in the manner provided in Section ~~3.02~~10.2, for redemption on such sinking fund payment ~~date a sufficient principal amount of~~ date, Securities of such series with respect to ~~absorb said cash, as nearly as may be,~~ which cash payment of the applicable sinking fund redemption price will be made and shall (if requested in writing by the ~~Company~~Issuer) inform the ~~Company~~ Issuer of the serial numbers or other distinguishing symbols of the Securities of such series (or portions thereof) so selected. ~~Securities~~ If the Trustee shall be ~~excluded from eligibility~~ required to select Securities of any series for ~~redemption under this Section if they are identified by registration~~ the sinking fund and ~~certificate number in an Officers’ Certificate delivered to~~ is not acting as repository of the ~~Trustee~~ Register for such series, at least 60 days prior to the sinking fund payment date ~~as being owned~~ the Issuer shall furnish to the Trustee a current list of ~~record and beneficially by, and not pledged or hypothecated by either~~ all Outstanding Securities of such series. Securities of any series which are (a) owned by the ~~Company~~ Issuer, the Guarantor or ~~(b)~~ an entity ~~specifically identified in such Officers’ Certificate as~~ actually known by the Trustee to be directly or indirectly controlling or controlled by or under direct or indirect common control with the ~~Company~~Issuer, as shown by the Register, and not known to the Trustee to have been pledged or hypothecated by the Issuer the Guarantor or any such entity or (b) identified in an Officers' Certificate at least 60 days prior to the sinking fund payment date as being beneficially owned by, and not pledged or hypothecated by, the Issuer, the Guarantor or an entity directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer or the Guarantor, shall be excluded from Securities of such series eligible for selection for redemption. The Trustee, in the name and at the expense of the ~~Company~~ Issuer (or the ~~Company~~Issuer, if it shall so ~~request~~ notify the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section ~~3.02~~ 10.2, except that the notice of redemption shall also state that the Securities are being redeemed by operation of the sinking fund (and with the effect provided in Section ~~3.03~~10.3) for the redemption of Securities of such series which, if applicable, is in part at the option of the ~~Company~~Issuer. The amount of any sinking fund payments not so applied or allocated by the Trustee (or by the Issuer if the Issuer is acting as its own paying agent) to the redemption of Securities of such series shall be added to the next cash sinking fund payment received by the Trustee (or if the Issuer is acting as its own paying agent, segregated and held in trust as required by the Trust Indenture Act of 1939) for such series and, together with such ~~payment~~payment (or such amount so segregated), shall be applied in accordance with the provisions of this ~~Section~~Section 10.6. Any and all sinking fund moneys held by the Trustee (or if the Issuer is acting as its own paying agent, segregated and held in trust as required by the Trust Indenture Act of 1939) on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be ~~applied~~applied by the Trustee (or by the Issuer if the Issuer is acting as its own paying agent), together with other moneys, if necessary, sufficient for the purpose, to the payment of the ~~Principal~~ principal of, and interest on, the Securities of such series at maturity. On or before ~~10:00 a.m. New York City time on~~ each ~~sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to the~~ sinking fund payment date, the ~~Company~~ Issuer shall pay to the Trustee in cash (or if the Issuer is acting as its own paying agent will segregate and hold in trust as required by the Trust Indenture Act of 1939) or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities (or portions thereof) to be redeemed on ~~the next following~~ such sinking fund payment date. ~~The~~ Neither the Issuer nor the Trustee shall ~~not~~ redeem or cause to be redeemed any Securities of a series with sinking fund moneys or mail any notice of redemption of Securities of for such series by operation of the sinking fund during the continuance of a ~~Default~~ default in payment of ~~interest~~ interest, if any, on such Securities or of any Event of Default (other than an Event of Default occurring as a consequence of this paragraph, with respect to such Securities) except that, where the mailing of notice of redemption of any Securities shall theretofore have been made, the Trustee (or the Issuer if the Issuer is acting as its own paying agent) shall redeem or cause to be redeemed such Securities, provided that it shall have received from the ~~Company~~ Issuer (or the Issuer shall have segregated) a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such ~~Default~~ default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such ~~Default~~ default or Event of Default, be deemed to have been collected under Article 6 Four and held for the payment of all such Securities. In Notwithstanding anything in the foregoing to the contrary, in case such default or Event of Default shall have been waived as provided in Section ~~6.04~~ 4.9 or the default or Event of Default cured on or before the sixtieth day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section 10.6 to the redemption of such Securities.

Appears in 1 contract

Samples: Indenture (Ahold Finance Usa Inc)

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of such minimum amount provided for by the terms of the Securities of any series is herein referred to as an “optional sinking fund payment”. The date on which a sinking fund payment is to be made is herein referred to as the “sinking fund payment date”. In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the Company may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except through a mandatory sinking fund payment) by the Company or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the Company and delivered to the Trustee for cancellation pursuant to Section 2.11, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the Company ~~at the option of the Company pursuant to the terms of such Securities or~~ through any optional sinking fund payment. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. On or before the sixtieth day next preceding each sinking fund payment date for any series, or such shorter period as shall be acceptable to the Trustee, the Company will deliver to the Trustee an Officers’ Certificate (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of specified Securities of such series and the basis for such credit, (b) stating that none of the specified Securities of such series has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing and (d) stating whether or not the Company intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the Company intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the Company to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section 2.11 to the Trustee with such Officers’ Certificate (or reasonably promptly thereafter if acceptable to the Trustee). Such Officers’ Certificate shall be irrevocable and upon its receipt by the Trustee the Company shall become unconditionally obligated to make all the cash payments or delivery of ~~Securities~~ securities therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the Company, on or before any such sixtieth day, to deliver such Officer’s Certificate and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the Company (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (ii) that the Company will make no optional sinking fund payment with respect to such series as provided in this Section. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or a lesser sum if the Company shall so request with respect to the Securities of any series), such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption price thereof together with accrued interest thereon to the date fixed for redemption. If such amount shall be $50,000 (or such lesser sum) or less and the Company makes no such request then it shall be carried over until a sum in excess of $~~50,000 (or~~ 50,000-(or such lesser sum) is available. The Trustee shall select, in the manner provided in Section ~~3.02~~3.2, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such series to absorb said cash, as nearly as may be, and shall ~~(if requested in writing by the Company)~~ inform the Company of the serial numbers of the Securities of such series (or portions thereof) so selected. Securities shall be excluded from eligibility for redemption under this ~~Section~~ section if they are identified by registration and certificate number in an Officers’ Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) the Company or (b) an entity specifically identified in such ~~Officers~~officers’ Certificate as directly or indirectly controlling or controlled by or under direct or indirect common control with the Company. The Trustee, in the name and at the expense of the Company (or the Company, if it shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section ~~3.02~~ 3.2 (and with the effect provided in Section ~~3.03~~3.3) for the redemption of Securities of such series in part at the option of the Company. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the Principal of, and interest on, the Securities of such series at maturity. ~~On or before~~ Not later than 10:00 a.m. New York City time on each ~~sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to the~~ sinking fund payment date, the Company shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or mail any notice of redemption of Securities of such series by operation of the sinking fund during the continuance of a Default in payment of interest on such Securities or of any Event of Default except that, where the mailing of notice of redemption of any Securities shall theretofore have been made, the Trustee ~~shall~~ shall-redeem or cause to be redeemed such Securities, provided that it shall have received from ~~the~~ the. Company a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such Default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such Default or Event of Default, be deemed to have been collected under Article 6 and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section ~~6.04~~ 6.4 or the Default cured on or before the sixtieth day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.

Appears in 1 contract

Samples: Indenture (La Quinta Properties Inc)

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is ~~herein~~ referred to as a “"mandatory sinking fund payment”", and any payment in excess of such minimum amount provided for by the terms of the Securities of any series is ~~herein~~ referred to as an “"optional sinking fund payment”. ." The date on which a sinking fund payment is to be made is ~~herein~~ referred to as the “"sinking fund payment date”. ." In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the Company may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except through a mandatory sinking fund payment) by the Company or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the Company and delivered to the Trustee for cancellation pursuant to Section ~~2.11~~2.9, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the Company ~~at the option of the Company pursuant to the terms of such Securities or~~ through any optional sinking fund payment. Securities so delivered or credited ~~shall~~ will be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. On or before the ~~sixtieth~~ 60th day next preceding each sinking fund payment date for any series, or such shorter period as ~~shall~~ will be acceptable to the Trustee, the Company will deliver to the Trustee an Officers’ ' Certificate (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of specified Securities of such series and the basis for such credit, (b) stating that none of the specified Securities of such series has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing and (d) stating whether or not the Company intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment ~~which~~ that the Company intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the Company to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee ~~shall~~ will be delivered for cancellation pursuant to Section ~~2.11~~ 2.9 to the Trustee with such Officers’ ' Certificate (or reasonably promptly thereafter if acceptable to the Trustee). Such Officers’ ' Certificate ~~shall~~ will be irrevocable and upon its receipt by the Trustee the Company ~~shall~~ will become unconditionally obligated to make all the cash payments or delivery of Securities therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the Company, on or before any such ~~sixtieth~~ 60th day, to deliver such Officer’s 's Certificate and Securities specified in ~~this~~ the preceding paragraph, if any, ~~shall~~ will not constitute a default but ~~shall~~ will constitute, on and as of such date, the irrevocable election of the Company (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date ~~shall~~ will be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (ii) that the Company will make no optional sinking fund payment with respect to such series as provided in ~~this Section~~Section 3.4. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash ~~shall exceed~~ exceeds $50,000 (or a lesser sum if the Company ~~shall~~ so ~~request~~ requests with respect to the Securities of any series), such cash ~~shall~~ will be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption price thereof together with accrued interest thereon to the date fixed for redemption. If such amount ~~shall~~ will be $50,000 (or such lesser sum) or less and the Company makes no such request then it ~~shall~~ will be carried over until a sum in excess of $50,000 (or such lesser sum) is available. The Trustee ~~shall~~ will select, in the manner provided in Section ~~3.02~~3.2, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such series to absorb said cash, as nearly as may be, and ~~shall~~ will (if requested in writing by the Company) inform the Company of the serial numbers of the Securities of such series (or portions thereof) so selected. Securities ~~shall~~ will be excluded from eligibility for redemption under this Section if they are identified by registration and certificate number in an Officers’ ' Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) the Company or (b) an ~~entity~~ Affiliate of the Company specifically identified in such Officers~~’ Certificate as directly or indirectly controlling or controlled by or under direct or indirect common control with the Company~~' Certificate. The Trustee, in the name and at the expense of the Company (or the Company, if it ~~shall~~ so ~~request~~ requests the Trustee in writing) ~~shall~~ will cause notice of redemption of the Securities of such series to be given ~~in substantially the manner provided in Section 3.02 (and with the effect provided in Section 3.03)~~ for the redemption of Securities of such series in part at the option of the Company. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series ~~shall~~ will be added to the next cash sinking fund payment for such series and, together with such payment, ~~shall~~ will be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the ~~stated maturity date~~ Stated Maturity of the Securities of any particular series (or earlier, if such maturity is accelerated~~), which~~ ) that are not held for the payment or redemption of particular Securities of such series ~~shall~~ will be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the ~~Principal~~ principal of, and interest on, the Securities of such series at maturity. On or before ~~10:00~~ 9:00 a.m. (New York City ~~time~~ time) on each ~~sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to the~~ sinking fund payment date, the Company ~~shall~~ will pay to the Trustee in cash or ~~shall~~ will otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date. The Trustee ~~shall~~ will not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or mail any notice of redemption of Securities of such series by operation of the sinking fund during the continuance of a Default in payment of interest on such Securities or of any Event of Default except that, where the mailing of notice of redemption of any Securities shall theretofore have been made, the Trustee ~~shall~~ will redeem or cause to be redeemed such Securities, provided that it ~~shall have~~ has received from the Company a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such Default or Event of Default ~~shall occur~~occurs, and any moneys thereafter paid into the sinking fund, ~~shall~~will, during the continuance of such ~~Default~~ default or Event of Default, be deemed to have been collected under Article 6 and held for the payment of all such Securities. In case such Event of Default ~~shall have been~~ is waived as provided in Section ~~6.04~~ 6.4 or the Default cured on or before the ~~sixtieth~~ 60th day preceding the sinking fund payment date in any year, such moneys ~~shall~~ will thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.

Appears in 1 contract

Samples: Indenture (Compaq Computer Corp)

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of the Securities of any series is herein referred to as a “"mandatory sinking fund payment”, ," and any payment in excess of such minimum amount provided for by the terms of the Securities of any series is herein referred to as an “"optional sinking fund payment”. ." The date on which a sinking fund payment is to be made is herein referred to as the “"sinking fund payment date”. ." In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the ~~Company~~ Issuer or the Guarantor, as the case may be, may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except ~~through a~~ upon redemption pursuant to the mandatory sinking ~~fund payment~~fund) by the ~~Company~~ Issuer or the Guarantor, as the case may be, or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the ~~Company~~ Issuer or the Guarantor and delivered to the Trustee for cancellation pursuant to Section ~~2.11~~2.10, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or and (c) receive credit for Securities of such series (not previously so credited) redeemed by the ~~Company at~~ Issuer or the ~~option of the Company pursuant to~~ Guarantor through any optional redemption provision contained in the terms of such Securities or through any optional sinking fund payment. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securitiesseries. On or before the ~~sixtieth~~ 60th day next preceding each sinking fund payment date for any series, ~~or such shorter period as shall be acceptable to~~ the ~~Trustee, the Company~~ Issuer will deliver to the Trustee an Officers’ ' Certificate (which need not contain the statements required by Section 11.5) (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of ~~specified~~ Securities of such series and the basis for such credit, (b) stating that none of the ~~specified~~ Securities of such series ~~has theretofore~~ to be so credited have previously been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing and (d) stating whether or not the ~~Company~~ Issuer or the Guarantor intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the ~~Company~~ Issuer or the Guarantor intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the ~~Company~~ Issuer or the Guarantor to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section ~~2.11~~ 2.10 to the Trustee with such Officers’ ' Certificate (or reasonably promptly thereafter if acceptable to the Trustee). Such Officers’ ' Certificate shall be irrevocable and upon its receipt by the Trustee the ~~Company~~ Issuer or the Guarantor shall become unconditionally obligated to make all the cash payments or ~~delivery of Securities~~ payments therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the ~~Company~~Issuer or the Guarantor, on or before any such ~~sixtieth~~ 60th day, to deliver such ~~Officer’s~~ Officers' Certificate and Securities (subject to the parenthetical clause in the second preceding sentence) specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the ~~Company~~ Issuer or the Guarantor (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (ii) that the ~~Company~~ Issuer or the Guarantor will make no optional sinking fund payment with respect to such series as provided in this Section. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or the equivalent thereof in any Foreign Currency or ECU) or a lesser sum in Dollars (or the equivalent thereof in any Foreign Currency or ECU) if the ~~Company~~ Issuer shall so request with respect to the Securities of any particular series), such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund ~~redemption~~ redelegation price ~~thereof~~ together with accrued interest ~~thereon~~ to the date fixed for redemption. If such amount shall be $50,000 (or ~~such lesser sum~~the equivalent thereof in any Foreign currency or ECU) or less and the ~~Company~~ Issuer makes no such request then it shall be carried over until a sum in excess of $50,000 (or ~~such lesser sum~~the equivalent thereof in any Foreign Currency or ECU) is available. The Trustee shall select, in the manner provided in Section ~~3.02~~12.2 and subject to the limitations in Section 12.4, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the ~~Company~~Issuer) inform the ~~Company~~ Issuer of the serial numbers of the Securities of such series (or portions thereof) so selected. Securities shall be excluded from eligibility for redemption under this Section if they are identified by registration and certificate number in an Officers’ Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) the Company or (b) an entity specifically identified in such Officers’ Certificate as directly or indirectly controlling or controlled by or under direct or indirect common control with the Company. The Trustee, in the name and at the expense of the ~~Company~~ Issuer (or the ~~Company~~Issuer, if it shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section ~~3.02~~ 12.2 (and with the effect provided in Section ~~3.03~~12.3) for the redemption of Securities of such series in ~~part at the option of the Company~~part. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the ~~Principal~~ principal of, and interest on, the Securities of such series at maturity. On or before ~~10:00 a.m. New York City time on~~ each ~~sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to the~~ sinking fund payment date, the ~~Company~~ Issuer or the Guarantor shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or ~~mail~~ give any notice of redemption of Securities of for such series by operation of the sinking fund during the continuance of a ~~Default~~ default in payment of interest on such Securities or of any Event of Default except that, where the ~~mailing~~ giving of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the ~~Company~~ Issuer or the Guarantor a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such ~~Default~~ default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such ~~Default~~ default or Event of Default, be deemed to have been collected under Article 6 V and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section ~~6.04~~ 5.10 or the ~~Default~~ default cured on or before the ~~sixtieth~~ 60th day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.

Appears in 1 contract

Samples: Indenture (Sysco Corp)

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of the Securities of any series is herein referred to as a “"mandatory sinking fund payment”, ," and any payment in excess of such minimum amount provided for by the terms of the Securities of any series is herein referred to as an “"optional sinking fund payment”. ." The date on which a sinking fund payment is to be made is herein referred to as the “"sinking fund payment date”. ." In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the ~~Company~~ Issuer may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except ~~through a~~ upon redemption pursuant to the mandatory sinking ~~fund payment~~fund) by the ~~Company~~ Issuer or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the ~~Company~~ Issuer and delivered to the Trustee for cancellation pursuant to Section ~~2.11~~2.10, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this ~~Section~~Section 12.5, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the ~~Company at the option of the Company pursuant to~~ Issuer through any optional redemption provision contained in the terms of such ~~Securities or through any optional sinking fund payment~~series. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. On or before the ~~sixtieth~~ 60th day next preceding each sinking fund payment date for any series, ~~or such shorter period as shall be acceptable to~~ the ~~Trustee, the Company~~ Issuer will deliver to the Trustee an Officers’ ' Certificate (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of ~~specified~~ Securities of such series and the basis for such credit, (b) stating that none of the ~~specified~~ Securities of such series to be so credited has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or ~~cured~~cured or otherwise ceased to exist) and are ~~continuing~~ continuing, and (d) stating whether or not the ~~Company~~ Issuer intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the ~~Company~~ Issuer intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the ~~Company~~ Issuer to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section ~~2.11~~ 2.10 to the Trustee with such Officers’ ' Certificate (or reasonably promptly thereafter if acceptable to the Trustee). Such Officers’ ' Certificate shall be irrevocable and upon its receipt by the Trustee the ~~Company~~ Issuer shall become unconditionally obligated to make all the cash payments or ~~delivery of Securities~~ payments therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the ~~Company~~Issuer, on or before any such ~~sixtieth~~ 60th day, to deliver such ~~Officer’s~~ Officers' Certificate and Securities (subject to the parenthetical clause in the second preceding sentence) specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the ~~Company~~ Issuer (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect ~~thereof~~ thereof, and (ii) that the ~~Company~~ Issuer will make no optional sinking fund payment with respect to such series as provided in this ~~Section~~Section 12.5. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $~~50,000 (~~50,000, or a lesser sum if the ~~Company~~ Issuer shall so request with respect to the Securities of any particular series), such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption price ~~thereof~~ together with accrued ~~interest thereon~~ interest, if any, to the date fixed for redemption. If such amount shall be $50,000 ~~(or such lesser sum)~~ or less and the ~~Company~~ Issuer makes no such ~~request~~ request, then it shall be carried over until a sum in excess of $50,000 ~~(or such lesser sum)~~ is available. The Trustee shall select, in the manner provided in Section ~~3.02~~12.2, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the ~~Company~~Issuer) inform the ~~Company~~ Issuer of the serial numbers of the Securities of such series (or portions thereof) so selected. ~~Securities shall be excluded from eligibility for redemption under this Section if they are identified by registration and certificate number in an Officers’ Certificate delivered to~~ The Issuer, or the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) the Company or (b) an entity specifically identified in such Officers’ Certificate as directly or indirectly controlling or controlled by or under direct or indirect common control with the Company. The Trustee, in the name and at the expense of the ~~Company~~ Issuer (or if the ~~Company, if it~~ Issuer shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section ~~3.02~~ 12.2 (and with the effect provided in Section ~~3.03~~12.3) for the redemption of Securities of such series in part at the option of the ~~Company~~Issuer. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this ~~Section~~Section 12.5. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the ~~Principal~~ principal of, and ~~interest~~ interest, if any, on, the Securities of such series at maturity. On or before ~~10:00 a.m. New York City time on~~ each ~~sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to the~~ sinking fund payment date, the ~~Company~~ Issuer shall pay to the Trustee in cash or shall otherwise provide for the payment of all ~~interest~~ interest, if any, accrued to the date fixed for redemption on Securities to be redeemed on ~~the next following~~ such sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or ~~mail~~ give any notice of redemption of Securities of for such series by operation of the sinking fund during the continuance of a ~~Default~~ default in payment of interest on such Securities or of any Event of Default with respect to such series except that, where the ~~mailing~~ giving of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the ~~Company~~ Issuer a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such ~~Default~~ default or Event of Default known to a Responsible Officer of the Trustee shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such ~~Default~~ default or Event of Default, be deemed to have been collected under Article 6 Five and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in ~~Section 6.04~~ Article Five or the ~~Default~~ default cured on or before the ~~sixtieth~~ 60th day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.

Appears in 1 contract

Samples: Citizens Communications Co

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of Debt Securities of any series is herein referred to as a “"mandatory sinking fund payment”", and any payment in excess of such minimum amount provided for by the terms of ~~the~~ Debt Securities of any series is herein referred to as an “"optional sinking fund payment”". The date on which a sinking fund payment is to be made is herein referred to as the “"sinking fund payment date”". In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Debt Securities in cash, the ~~Company~~ Issuer may at its option (a) deliver to the Trustee Debt Securities of such series theretofore purchased or otherwise acquired (except ~~through a~~ upon redemption pursuant to the mandatory sinking ~~fund payment~~fund) by the ~~Company~~ Issuer or receive credit for Debt Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the ~~Company~~ Issuer and delivered to the Trustee for ~~cancellation~~ cancelation pursuant to Section ~~2.11~~2.10, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Debt Securities of such series (not previously so credited) redeemed by the ~~Company at the option of the Company pursuant to~~ Issuer through any optional redemption provision contained in the terms of such series, or (d) receive credit for Debt Securities which have been converted or ~~through any optional sinking fund payment~~exchanged. Debt Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Debt Securities. On or before the ~~sixtieth~~ forty-fifth day next preceding each sinking fund payment date for any series, ~~or such shorter period as shall be acceptable to~~ the ~~Trustee, the Company~~ Issuer will deliver to the Trustee a written statement (which need not contain the statements required by Section 11.05) signed by an ~~Officers’ Certificate~~ authorized officer of the Issuer (a) specifying the portion of the mandatory sinking fund payment to be ~~satisfied~~ satis fied by payment of cash and the portion to be satisfied by credit of ~~specified~~ Debt Securities of such ~~series and the basis for such credit~~series, (b) stating that none of the ~~specified~~ Debt Securities of such series has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing and (d) stating whether or not the ~~Company~~ Issuer intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the ~~Company~~ Issuer intends to pay on or before the next succeeding sinking fund payment date. ~~Any~~ With respect to any sinking fund payment date, any Debt Securities of such series to be credited and required to be delivered to the Trustee in order for the ~~Company~~ Issuer to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for ~~cancellation~~ cancelation pursuant to Section ~~2.11~~ 2.10 to the Trustee ~~with~~ on or prior to the thirty-fifth day preceding such ~~Officers’ Certificate~~ sinking fund payment date (or reasonably promptly thereafter if ~~acceptable~~ accept able to the Trustee). Such Officers’ Certificate shall be irrevocable and upon its receipt by the Trustee the Company shall become unconditionally obligated to make all the cash payments or delivery of Securities therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the ~~Company~~Issuer, on or before any such ~~sixtieth~~ thirty-fifth day, to deliver any such ~~Officer’s Certificate and~~ Debt Securities ~~specified in this paragraph, if any,~~ shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the ~~Company~~ Issuer, and the Issuer shall become unconditionally obligated, to pay in cash on the next succeeding sinking fund payment date that portion of the mandatory sinking fund payment due on such date that would have been satisfied by the delivery of such Debt Securities. Such written statement shall, except as provided in the next preceding paragraph, be irrevocable and upon its receipt by the Trustee the Issuer shall become uncondition ally obligated to make all the cash payments therein referred to, if any, on the next succeeding sinking fund payment date. Failure of the Issuer, on or before any such forty-fifth day, to deliver such written statement shall not constitute a default but shall constitute, in and as of such date, the irrevocable election of the Issuer (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Debt Securities of such series in respect thereof and (ii) that the ~~Company~~ Issuer will make no optional sinking fund payment with respect to such series as provided in this Section. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or a lesser sum if the ~~Company~~ Issuer shall so ~~request~~ request) with respect to the Debt Securities of any particular series), such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Debt Securities of such series at the sinking fund ~~redemption~~ redemp tion price ~~thereof~~ together with accrued interest ~~thereon~~ to the date fixed for redemption. If such amount shall be $50,000 ~~(or such lesser sum)~~ or less and the ~~Company~~ Issuer makes no such request then it shall be carried over until a sum in excess of $50,000 ~~(or such lesser sum)~~ is available. The Trustee shall select, in the manner provided in Section 3.02, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the Company) inform the Company of the serial numbers of the Securities of such series (or portions thereof) so selected. Securities shall be excluded from eligibility for redemption under this Section if they are identified by registration and certificate number in an Officers’ Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) the Company or (b) an entity specifically identified in such Officers’ Certificate as directly or indirectly controlling or controlled by or under direct or indirect common control with the Company. The Trustee, in the name and at the expense of the Company (or the Company, if it shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section 3.02 (and with the effect provided in Section 3.03) for the redemption of Securities of such series in part at the option of the Company. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the Principal of, and interest on, the Securities of such series at maturity. On or before 10:00 a.m. New York City time on each sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to the sinking fund payment date, the Company shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or mail any notice of redemption of Securities of such series by operation of the sinking fund during the continuance of a Default in payment of interest on such Securities or of any Event of Default except that, where the mailing of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the Company a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such Default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such Default or Event of Default, be deemed to have been collected under Article 6 and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section 6.04 or the Default cured on or before the sixtieth day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.

Appears in 1 contract

Samples: Financial Security Assurance Holdings LTD/Ny/

Appears in 1 contract

Samples: Rj Reynolds Tobacco Holdings Inc

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of the Securities of any series is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of such minimum amount provided for by the terms of the Securities of any series is herein referred to as an “optional sinking fund payment”. The date on which a sinking fund payment is to be made is herein referred to as the “sinking fund payment date”. In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the Company may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except through a mandatory sinking fund payment) by the Company or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the Company and delivered to the Trustee for cancellation pursuant to Section 2.11, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this ~~Section~~Section 3.5, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the Company ~~at the option of the Company pursuant to the terms of such Securities or~~ through any optional sinking fund payment. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. On or before the ~~sixtieth~~ 60th day next preceding each sinking fund payment date for any series, or such shorter period as shall be acceptable to the Trustee, the Company will deliver to the Trustee an ~~Officers’~~ Officer’s Certificate (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of specified Securities of such series and the basis for such credit, (b) stating that none of the specified Securities of such series has theretofore been so credited, (c) stating that no ~~defaults~~ Defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing and (d) stating whether or not the Company intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the Company intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the Company to be entitled to credit therefor as aforesaid ~~which~~ that have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section 2.11 to the Trustee with such ~~Officers’~~ Officer’s Certificate (or reasonably promptly thereafter if acceptable to the Trustee). Such ~~Officers’~~ Officer’s Certificate shall be irrevocable ~~and~~ and, upon its receipt by the ~~Trustee~~ Trustee, the Company shall become unconditionally obligated to make all the cash payments or delivery of Securities therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the Company, on or before any such ~~sixtieth~~ 60th day, to deliver such Officer’s Certificate and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the Company (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (ii) that the Company will make no optional sinking fund payment with respect to such series as provided in this ~~Section~~Section 3.5. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or a lesser sum if the Company shall so request with respect to the Securities of any series), such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption price thereof together with accrued interest thereon to to, but excluding, the date fixed for redemption. If such amount shall be $50,000 (or such lesser sum) or less and the Company makes no such request then it shall be carried over until a sum in excess of $50,000 (or such lesser sum) is available. The Trustee shall select, in the manner provided in Section ~~3.02~~3.2, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the Company) inform the Company of the serial numbers of the Securities of such series (or portions thereof) so selected. Securities shall be excluded from eligibility for redemption under this Section 3.5 if they are identified by registration and certificate number in an ~~Officers’~~ Officer’s Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and ~~beneficially by~~beneficially, and not pledged or ~~hypothecated~~ hypothecated, by either (a) the ~~Company~~ Company, (b) the Guarantor or (bc) an entity specifically identified in such ~~Officers’~~ Officer’s Certificate as directly or indirectly controlling or controlled by or under direct or indirect common control with the ~~Company~~Company or the Guarantor. The Trustee, in the name and at the expense of the Company (or the Company, if it shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section ~~3.02~~ 3.2 (and with the effect provided in Section ~~3.03~~3.3) for the redemption of Securities of such series in part at the option of the Company. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this ~~Section~~Section 3.5. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the Principal of, and interest on, the Securities of such series at maturity. On or before ~~10:00 a.m.~~ 12:00 p.m., New York City ~~time~~ time, on each ~~sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to the~~ sinking fund payment date, the Company shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to to, but excluding, the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date; provided, that, to the extent such deposit is received by the Paying Agent after 12:00 p.m., New York City time, on any such due date, such deposit will be deemed deposited on the next Business Day. The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or mail any notice of redemption of Securities of such series by operation of the sinking fund during the continuance of a Default in payment of interest on such Securities or of any Event of Default except that, where the ~~mailing~~ delivery of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the Company a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such Default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such ~~Default~~ default or Event of Default, be deemed to have been collected under Article 6 7 and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section ~~6.04~~ 7.4 or the Default cured on or before the ~~sixtieth~~ 60th day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section 3.5 to the redemption of such Securities.

Appears in 1 contract

Samples: Alcon Inc

Appears in 1 contract

Samples: Indenture (Southwest Airlines Co)

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “"mandatory sinking fund payment”, ," and any payment in excess of such minimum amount provided for by the terms of ~~the~~ Securities of any series is herein referred to as an “"optional sinking fund payment”. ." The last date on which a sinking fund payment ~~is to~~ may be made in each year is herein referred to as the “"sinking fund payment date”. ." In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the Company may at its option (ai) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except ~~through a~~ upon redemption pursuant to the mandatory sinking ~~fund payment~~fund) by the Company or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the Company and delivered to the Trustee for cancellation pursuant to Section ~~2.11~~2.09, (bii) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (ciii) receive credit for Securities of such series (not previously so credited) redeemed by the Company ~~at the option of the Company pursuant to~~ through any optional redemption provisions contained in the terms of such ~~Securities or through any optional sinking fund payment~~Securities. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. On or before the sixtieth day (or such later day, no later than the thirtieth, as the Trustee may permit) next preceding each sinking fund payment date for any series, ~~or such shorter period as shall be acceptable to the Trustee,~~ the Company will deliver to the Trustee a written statement (which need not contain the statements required by Section 13.05) signed by an ~~Officers’ Certificate~~ authorized officer of the Company (ai) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of ~~specified~~ Securities of such ~~series and the basis for such credit~~series, (bii) stating that none of the ~~specified Securities~~ securities of such series has theretofore been so credited, (ciii) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing and (div) stating whether or not the Company intends to exercise its right to make an optional sinking fund payment with respect to such ~~series~~ series, and, if so, specifying the amount of such optional sinking fund payment ~~which~~ that the Company intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the Company to be entitled to credit therefor as aforesaid ~~which~~ that have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section ~~2.11~~ 2.09 to the Trustee with such ~~Officers’ Certificate~~ written statement (or reasonably promptly 62 thereafter if acceptable to the Trustee). Such ~~Officers’ Certificate~~ written statement shall be irrevocable and upon its receipt by the Trustee the Company shall become unconditionally obligated to make all the cash payments ~~or delivery of Securities~~ therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the Company, on or before any such sixtieth ~~day~~day (or such later day as the Trustee may have permitted), to deliver such ~~Officer’s Certificate~~ written statement and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the Company (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (ii) that the Company will make no optional sinking fund payment with respect to such series as provided in this Section. If the sinking fund payment or payments (mandatory or optional or both) ~~to be~~ made in cash ~~on the next succeeding sinking fund payment date~~ plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or a lesser sum if the Company shall so ~~request~~ request) with respect to the Securities of any particular series), such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption price ~~thereof~~ together with accrued interest ~~thereon~~ to the date fixed for redemption. If such amount shall be $50,000 ~~(or such lesser sum)~~ or less and the Company makes no such request then it shall be carried over until a sum in excess of $50,000 ~~(or such lesser sum)~~ is available. The Trustee shall select, in the manner provided in Section ~~3.02~~14.02, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the Company) inform the Company of or an entity known by the ~~serial numbers of~~ Trustee to be an Affiliate, as shown by the ~~Securities of~~ Security register or registers, and not known to the Trustee to have been pledged or hypothecated by the Company or any such ~~series~~ entity or (~~or portions thereof~~ii) ~~so selected. Securities shall be excluded from eligibility for redemption under this Section if they are~~ identified ~~by registration and certificate number~~ in ~~an Officers’ Certificate~~ a written statement delivered to the Trustee ~~at least 60 days prior~~ pursuant to ~~the sinking fund payment date~~ Section 14.04 as being owned ~~of record and beneficially~~ by, and not pledged or hypothecated ~~by either (a)~~ by, the Company or ~~(b)~~ an ~~entity specifically identified in~~ Affiliate shall be excluded from Securities of such ~~Officers’ Certificate as directly or indirectly controlling or controlled by or under direct or indirect common control with the Company~~series eligible for selection for redemption. The Trustee, in the name and at the expense of the Company (or the Company, if it shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section ~~3.02~~ 14.02 (and with the effect provided in Section ~~3.03~~14.03) for the redemption of Securities of such series in part at the option of the Company. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund payment ~~for such series~~ and, together with such payment, shall be applied in accordance with the provisions of this ~~Section~~Section 13.04. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), ~~which~~ that are not held for the payment or redemption of particular Securities of such series shall be applied, together with other ~~moneys,~~ moneys if necessary, sufficient for the purpose, to the payment of the ~~Principal~~ principal of, and interest on, the Securities of such series at maturity. On or before 10:00 a.m. New York City time on each sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to the sinking fund payment date, the Company shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or mail any notice of redemption of Securities of for such series by operation of the sinking ~~fund~~ funds during the continuance of a ~~Default~~ default in payment of interest on such Securities 63 or of any Event of Default except that, where the mailing of notice of redemption of any ~~Securities~~ securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the Company a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such ~~Default~~ default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such ~~Default~~ default or Event of Default, be deemed to have been collected under Article 6 Five and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in ~~Section 6.04~~ Article Five or the ~~Default~~ default cured on or before the sixtieth day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities. U.S. Trust Company of Texas, N.A., the party of the second part, hereby accepts the trust in this Indenture declared and provided, upon the terms and conditions hereinabove set forth.

Appears in 1 contract

Samples: Indenture (Southwest Airlines Co)

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of the Debt Securities of any series is herein referred to as a “mandatory sinking fund payment”, ,” and any payment in excess of such minimum amount provided for by the terms of the Debt Securities of any series is herein referred to as an “optional sinking fund payment”. .” The date on which a sinking fund payment is to be made is herein referred to as the ““ sinking fund payment date”. .” In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Debt Securities in cash, the Company may at its option (a) deliver to the Trustee Debt Securities of such series theretofore purchased or otherwise acquired (except through a mandatory sinking fund payment) by the Company or receive credit for Debt Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the Company and delivered to the Trustee for cancellation pursuant to Section 2.11, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Debt Securities of such series (not previously so credited) redeemed by the Company ~~at the option of the Company pursuant to the terms of such Securities or~~ through any optional sinking fund payment. Debt Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Debt Securities. On or before the sixtieth day next preceding each sinking fund payment date for any series, or such shorter period as shall be acceptable to the Trustee, the Company will deliver to the Trustee an Officers’ Certificate (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of specified Debt Securities of such series and the basis for such credit, (b) stating that none of the specified Debt Securities of such series has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing and (d) stating whether or not the Company intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the Company intends to pay on or before the next succeeding sinking fund payment date. Any Debt Securities of such series to be credited and required to be delivered to the Trustee in order for the Company to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section 2.11 to the Trustee with such Officers’ Certificate (or reasonably promptly thereafter if acceptable to the Trustee). Such Officers’ Certificate shall be irrevocable and upon its receipt by the Trustee the Company shall become unconditionally obligated to make all the cash payments or delivery of Debt Securities therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the Company, on or before any such sixtieth day, to deliver such Officer’s Certificate and Debt Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the Company (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Debt Securities of such series in respect thereof and (ii) that the Company will make no optional sinking fund payment with respect to such series as provided in this Section. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or a lesser sum if the Company shall so request with respect to the Debt Securities of any series), such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Debt Securities of such series at the sinking fund redemption price thereof together with accrued interest thereon to the date fixed for redemption. If such amount shall be $50,000 (or such lesser sum) or less and the Company makes no such request then it shall be carried over until a sum in excess of $50,000 (or such lesser sum) is available. The Trustee shall select, in the manner provided in Section 3.02, for redemption on such sinking fund payment date a sufficient principal amount of Debt Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the Company) inform the Company of the serial numbers of the Debt Securities of such series (or portions thereof) so selected. Debt Securities shall be excluded from eligibility for redemption under this Section if they are identified by registration and certificate number in an Officers’ Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) the Company or (b) an entity specifically identified in such Officers’ Certificate as directly or indirectly controlling or controlled by or under direct or indirect common control with the Company. The Trustee, in the name and at the expense of the Company (or the Company, if it shall so request the Trustee in writing) shall cause notice of redemption of the Debt Securities of such series to be given in substantially the manner provided in Section 3.02 (and with the effect provided in Section 3.03) for the redemption of Debt Securities of such series in part at the option of the Company. The amount of any sinking fund payments not so applied or allocated to the redemption of Debt Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated maturity date of the Debt Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Debt Securities of such series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the Principal of, and interest on, the Debt Securities of such series at maturity. On or before 10:00 a.m. New York City time on each ~~sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to the~~ sinking fund payment date, the Company shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Debt Securities to be redeemed on the next following sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Debt Securities of a series with sinking fund moneys or mail any notice of redemption of Debt Securities of such series by operation of the sinking fund during the continuance of a Default in payment of interest on such Debt Securities or of any Event of Default except that, where the mailing of notice of redemption of any Debt Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Debt Securities, provided that it shall have received from the Company a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such Default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such ~~Default~~ default or Event of Default, be deemed to have been collected under Article 6 and held for the payment of all such Debt Securities. In case such Event of Default shall have been waived as provided in Section 6.04 or the Default cured on or before the sixtieth day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Debt Securities.

Appears in 1 contract

Samples: Indenture (CVS Caremark Corp)

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of such minimum amount provided for by the terms of the Securities of any series is herein referred to as an “optional sinking fund payment”. The date on which a sinking fund payment is to be made is herein referred to as the “sinking fund payment date”. In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the Company may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except through a mandatory sinking fund payment) by the Company or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the Company and delivered to the Trustee for cancellation pursuant to Section 2.11, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the Company at the option of the Company pursuant to the terms of such Securities or through any optional sinking fund payment. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. On or before the sixtieth day next preceding each sinking fund payment date for any series, or such shorter period as shall be acceptable to the Trustee, the Company will deliver to the Trustee an Officers’ Certificate (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of specified Securities of such series and the basis for such credit, (b) stating that none of the specified Securities of such series has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing and (d) stating whether or not the Company intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the Company intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the Company to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section 2.11 to the Trustee with such Officers’ Certificate (or reasonably promptly thereafter if acceptable to the Trustee). Such Officers’ Certificate shall be irrevocable and upon its receipt by the Trustee the Company shall become unconditionally obligated to make all the cash payments or delivery of Securities therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the Company, on or before any such sixtieth day, to deliver such ~~Officer’s~~ Officers’ Certificate and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the Company (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (ii) that the Company will make no optional sinking fund payment with respect to such series as provided in this Section. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or a lesser sum if the Company shall so request with respect to the Securities of any series), such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption price thereof together with accrued interest thereon to the date fixed for redemption. If such amount shall be $50,000 (or such lesser sum) or less and the Company makes no such request then it shall be carried over until a sum in excess of $50,000 (or such lesser sum) is available. The Trustee shall select, in the manner provided in Section 3.02, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the Company) inform the Company of the serial numbers of the Securities of such series (or portions thereof) so selected. Securities shall be excluded from eligibility for redemption under this Section if they are identified by registration and certificate number in an Officers’ Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) the Company or (b) an entity specifically identified in such Officers’ Certificate as directly or indirectly controlling or controlled by or under direct or indirect common control with the Company. The Trustee, in the name and at the expense of the Company (or the Company, if it shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section 3.02 (and with the effect provided in Section 3.03) for the redemption of Securities of such series in part at the option of the Company. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the Principal of, and interest on, the Securities of such series at maturity. On or before 10:00 a.m. New York City time on each sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to the sinking fund payment date, the Company shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or mail any notice of redemption of Securities of such series by operation of the sinking fund during the continuance of a Default in payment of interest on such Securities or of any Event of Default except that, where the mailing of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the Company a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such Default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such Default or Event of Default, be deemed to have been collected under Article 6 and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section 6.04 or the Default cured on or before the sixtieth day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.lesser

Appears in 1 contract

Samples: Banco Santander (Banco Santander (Brasil) S.A.)

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of such minimum amount provided for by the terms of the Securities of any series is herein referred to as an “optional sinking fund payment”. The date on which a sinking fund payment is to be made is herein referred to as the “sinking fund payment date”. In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the Company may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except through a mandatory sinking fund payment) by the Company or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the Company and delivered to the Trustee for cancellation pursuant to Section 2.11, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the Company at the option of the Company pursuant to the terms of such Securities or through any optional sinking fund payment. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. On or before the sixtieth day next preceding each sinking fund payment date for any series, or such shorter period as shall be acceptable to the Trustee, the Company will deliver to the Trustee an Officers’ Certificate (ai) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of specified Securities of such series and the basis for such credit, (bii) stating that none of the specified Securities of such series has theretofore been so credited, (ciii) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing ~~and (d) stating whether or not the Company intends to exercise its right to make an optional sinking fund payment with respect to such series~~ and, if so, specifying the amount of such optional sinking fund payment which the Company intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the Company to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section 2.11 to the Trustee with such Officers’ Certificate (or reasonably promptly thereafter if acceptable to the Trustee). Such Officers’ Certificate shall be irrevocable and upon its receipt by the Trustee the Company shall become unconditionally obligated to make all the cash payments or delivery of Securities therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the Company, on or before any such sixtieth day, to deliver such Officer’s Certificate and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the Company (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (ii) that the Company will make no optional sinking fund payment with respect to such series as provided in this Section. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or a lesser sum if the Company shall so request with respect to the Securities of any series), such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption price thereof together with accrued interest thereon to the date fixed for redemption. If such amount shall be $50,000 (or such lesser sum) or less and the Company makes no such request then it shall be carried over until a sum in excess of $50,000 (or such lesser sum) is available. The Trustee shall select, in the manner provided in Section 3.02, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the Company) inform the Company of the serial numbers of the Securities of such series (or portions thereof) so selected. Securities shall be excluded from eligibility for redemption under this Section if they are identified by registration and certificate number in an Officers’ Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) the Company or (b) an entity specifically identified in such Officers’ Certificate as directly or indirectly controlling or controlled by or under direct or indirect common control with the Company. The Trustee, in the name and at the expense of the Company (or the Company, if it shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section 3.02 (and with the effect provided in Section 3.03) for the redemption of Securities of such series in part at the option of the Company. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the Principal of, and interest on, the Securities of such series at maturity. On or before 10:00 a.m. New York City time on each sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to the sinking fund payment date, the Company shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or mail any notice of redemption of Securities of such series by operation of the sinking fund during the continuance of a Default in payment of interest on such Securities or of any Event of Default except that, where the mailing of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the Company a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such Default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such Default or Event of Default, be deemed to have been collected under Article 6 and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section 6.04 or the Default cured on or before the sixtieth day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.

Appears in 1 contract

Samples: Verisk Analytics, Inc.

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of Securities of any ~~series~~ Series is herein referred to as a “"mandatory sinking fund payment”", and any payment in excess of such minimum amount provided for by the terms of ~~the~~ Securities of any ~~series~~ Series is herein referred to as an “"optional sinking fund payment”". The date on which a sinking fund payment is to be made is herein referred to as the “"sinking fund payment date”". In lieu of making all or any part of any mandatory sinking fund payment with respect to any ~~series~~ Series of Securities in cash, the Company may at its option (a) deliver to the Trustee Securities of such ~~series~~ Series (together with the unmatured Coupons, if any, appertaining thereto) theretofore purchased or otherwise acquired (except ~~through a~~ upon redemption pursuant to the mandatory sinking ~~fund payment~~fund) by the Company or receive credit for Securities of such ~~series~~ Series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the Company and delivered to the Trustee for cancellation pursuant to Section ~~2.11~~2.10, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of such ~~series~~ Series (not previously so credited) redeemed by the Company ~~at the option of the Company pursuant to~~ through any optional redemption provision contained in the terms of such ~~Securities or through any optional sinking fund payment~~Series. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. On or before the sixtieth day next preceding each sinking fund payment date for any ~~series, or such shorter period as shall be acceptable to the Trustee~~Series of Securities, the Company will deliver to the Trustee a written statement (which need not contain the statements required by Section 11.5) signed by an ~~Officers’ Certificate~~ authorized officer of the Company (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash in the currency or currency unit in which the Securities of such Series and Coupons, if any, appertaining thereto are payable (except as otherwise specified pursuant to Section 2.3 for the Securities of such Series and except as provided in Section 2.12(b), (e) and (f) hereof), and the portion to be satisfied by credit of ~~specified~~ Securities of such ~~series and the basis for such credit~~Series, (b) stating that none of the ~~specified~~ Securities of such ~~series~~ Series has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such ~~series~~ Series have occurred (which have not been waived or cured) and are ~~continuing and~~ continuing, (d) stating whether or not the Company intends to exercise its right to make an optional sinking fund payment with respect to such ~~series~~ Series and, if so, specifying the amount of such optional sinking fund payment which the Company intends to pay on or before the next succeeding sinking fund payment date and (e) specifying such sinking fund payment date. Any Securities of such ~~series~~ Series to be credited and required to be delivered to the Trustee in order for the Company to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section ~~2.11~~ 2.10 to the Trustee with such ~~Officers’ Certificate~~ written statement (or reasonably promptly thereafter if acceptable to the Trustee). Such ~~Officers’ Certificate~~ written statement shall be irrevocable and upon its receipt by the Trustee the Company shall become unconditionally obligated to make all the cash payments or ~~delivery of Securities~~ payments therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the Company, on or before any such sixtieth day, to deliver such ~~Officer’s Certificate~~ written statement and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the Company (i) that the mandatory sinking fund payment for such ~~series~~ Series due on the next succeeding sinking fund payment date shall be paid entirely in cash (in the currency or currency unit described above) without the option to deliver or credit Securities of such ~~series~~ Series in respect thereof and (ii) that the Company will make no optional sinking fund payment with respect to such ~~series~~ Series as provided in this Section. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash (in the currency or currency unit described above) on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $~~50,000~~ 100,000, or the equivalent in the currency or currency unit in which the Securities of such Series are payable (or a lesser sum if the Company shall so ~~request~~ request) with respect to the Securities of any ~~series)~~particular Series, such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such ~~series~~ Series at the sinking fund redemption price ~~thereof~~ together with accrued interest ~~thereon~~ to the date fixed for redemption. If such amount shall be $~~50,000 (~~100,000, or the equivalent in the currency or currency unit in which the Securities of such ~~lesser sum)~~ Series are payable, or less and the Company makes no such request then it shall be carried over until a sum in excess of $~~50,000 (~~100,000, or the equivalent in the currency or currency unit in which the Securities of such ~~lesser sum)~~ Series are payable, is available. The Trustee shall select, in the manner provided in Section ~~3.02~~12.2, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such ~~series~~ Series to absorb said cash, as nearly as may bebe possible, and shall (if requested in writing by the Company) inform the Company of the serial numbers of the Securities of such ~~series~~ Series (or portions thereof) so selected. Securities ~~shall be excluded from eligibility for redemption under this Section if they~~ of any Series which are identified by registration and certificate number in an Officers’ ' Certificate ~~delivered to the Trustee~~ at least 60 days prior to the sinking fund payment date as being beneficially owned ~~of record and beneficially~~ by, and not pledged or hypothecated ~~by either (a)~~ by, the Company or ~~(b)~~ an entity ~~specifically identified in such Officers’ Certificate as~~ directly or indirectly controlling or controlled by or under direct or indirect common control with the ~~Company~~Company shall be excluded from Securities of such Series eligible for selection for redemption. The Trustee, in the name and at the expense of the Company (or the Company, if it shall so ~~request~~ notify the Trustee in writing) shall cause notice of redemption of the Securities of such ~~series~~ Series to be given in substantially the manner provided in Section ~~3.02~~ 12.2 (and with the effect provided in Section ~~3.03~~12.3) for the redemption of Securities of such ~~series~~ Series in part at the option of the Company. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such ~~series~~ Series shall be added to the next cash sinking fund payment for such ~~series~~ Series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular ~~series~~ Series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such ~~series~~ Series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the ~~Principal~~ principal of, and interest on, the Securities of such ~~series~~ Series at maturity. On The Trustee shall not convert any currency or ~~before 10:00 a.m. New York City time on each~~ currency unit in which the Securities of such Series are payable for the purposes of such sinking fund ~~payment date or~~application unless specifically requested to do so by the Company, and any such conversion agreed to by the Trustee in response to such request shall be for the account and at the expense of the Company and shall not affect the Company's obligation to pay the Holders in the ~~case of Unregistered Securities~~currency or currency unit to which such Holder may be entitled. Not later than 9:00 a.m., ~~10:00 a.m. New York City time~~ Chicago time, on ~~the Business Day prior to~~ the sinking fund payment date, the Company shall ~~pay~~ have paid to the Trustee in cash (in the currency or currency unit described in the third paragraph of this Section 12.5) or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a ~~series~~ Series with sinking fund moneys or mail or publish any notice of redemption of Securities of for such ~~series~~ Series by operation of the sinking fund during the continuance of a ~~Default~~ default in payment of interest on such Securities or of any Event of Default except that, where the mailing or publication of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the Company a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such ~~series~~ Series at the time when any such ~~Default~~ default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such ~~Default~~ default or Event of Default, be deemed to have been collected under Article 6 Five and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section ~~6.04~~ 5.10 or the ~~Default~~ default cured on or before the sixtieth day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.

Appears in 1 contract

Samples: Indenture (Kellogg Co)

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of the Securities of any series is herein referred to as a “"mandatory sinking fund payment”, ," and any payment in excess of such minimum amount provided for by the terms of the Securities of any series is herein referred to as an “"optional sinking fund payment”. ." The date on which a sinking fund payment is to be made is herein referred to as the “"sinking fund payment date”. ." In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the Company may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except through a mandatory sinking fund payment) by the Company or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the Company and delivered to the Trustee for cancellation pursuant to Section 2.11, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the Company ~~at the option of the Company pursuant to the terms of such Securities or~~ through any optional sinking fund payment. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. On or before the ~~sixtieth~~ 60th day next preceding each sinking fund payment date for any series, or such shorter period as shall be acceptable to the Trustee, the Company will deliver to the Trustee an ~~Officers’~~ Officer's Certificate (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of specified Securities of such series and the basis for such credit, (b) stating that none of the specified Securities of such series has theretofore been so credited, (c) stating that no ~~defaults~~ Defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing and (d) stating whether or not the Company intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the Company intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the Company to be entitled to credit therefor as aforesaid ~~which~~ that have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section 2.11 to the Trustee with such ~~Officers’~~ Officer's Certificate (or reasonably promptly thereafter if acceptable to the Trustee). Such ~~Officers’~~ Officer's Certificate shall be irrevocable ~~and~~ and, upon its receipt by the ~~Trustee~~ Trustee, the Company shall become unconditionally obligated to make all the cash payments or delivery of Securities therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the Company, on or before any such ~~sixtieth~~ 60th day, to deliver such Officer’s 's Certificate and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the Company (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (ii) that the Company will make no optional sinking fund payment with respect to such series as provided in this ~~Section~~Section 3.05. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or a lesser sum if the Company shall so request with respect to the Securities of any series), such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption price thereof together with accrued interest thereon to the date fixed for redemption. If such amount shall be $50,000 (or such lesser sum) or less and the Company makes no such request then it shall be carried over until a sum in excess of $50,000 (or such lesser sum) is available. The Trustee shall select, in the manner provided in Section 3.02, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the Company) inform the Company of the serial numbers of the Securities of such series (or portions thereof) so selected. Securities shall be excluded from eligibility for redemption under this Section 3.05 if they are identified by registration and certificate number in an ~~Officers’~~ Officer's Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and ~~beneficially by~~beneficially, and not pledged or ~~hypothecated~~ hypothecated, by either (a) the ~~Company~~ Company, (b) the Guarantor or (bc) an entity specifically identified in such ~~Officers’~~ Officer's Certificate as directly or indirectly controlling or controlled by or under direct or indirect common control with the ~~Company~~Company or the Guarantor. The Trustee, in the name and at the expense of the Company (or the Company, if it shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section 3.02 (and with the effect provided in Section 3.03) for the redemption of Securities of such series in part at the option of the Company. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the Principal of, and interest on, the Securities of such series at maturity. On or before 10:00 ~~a.m.~~ a.m., New York City ~~time~~ time, on each ~~sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to the~~ sinking fund payment date, the Company shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or mail any notice of redemption of Securities of such series by operation of the sinking fund during the continuance of a Default in payment of interest on such Securities or of any Event of Default except that, where the mailing of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the Company a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such Default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such ~~Default~~ default or Event of Default, be deemed to have been collected under Article 6 Seven and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section ~~6.04~~ 7.04 or the Default cured on or before the ~~sixtieth~~ 60th day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section 3.05 to the redemption of such Securities.. ARTICLE FOUR

Appears in 1 contract

Samples: Glaxosmithkline PLC

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment”, ,” and any payment in excess of such minimum amount provided for by the terms of the Securities of any series is herein referred to as an “optional sinking fund payment”. .” The date on which a sinking fund payment is to be made is herein referred to as the “sinking fund payment date”. .” In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the Company may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except through a mandatory sinking fund payment) by the Company or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the Company and delivered to the Trustee for cancellation pursuant to Section 2.11, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the Company at the option of the Company pursuant to the terms of such Securities or through any optional sinking fund payment. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. On or before the sixtieth day next preceding each sinking fund payment date for any series, or such shorter period as shall be acceptable to the Trustee, the Company will deliver to the Trustee an Officers’ Certificate (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of specified Securities of such series and the basis for such credit, (b) stating that none of the specified Securities of such series has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing and (d) stating whether or not the Company intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the Company intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the Company to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section 2.11 to the Trustee with such Officers’ Certificate (or reasonably promptly thereafter if acceptable to the Trustee). Such Officers’ Certificate shall be irrevocable and upon its receipt by the Trustee the Company shall become unconditionally obligated to make all the cash payments or delivery of Securities therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the Company, on or before any such sixtieth day, to deliver such Officer’s Certificate and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the Company (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (ii) that the Company will make no optional sinking fund payment with respect to such series as provided in this Section. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or a lesser sum if the Company shall so request with respect to the Securities of any series), such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption price thereof together with accrued interest thereon to the date fixed for redemption. If such amount shall be $50,000 (or such lesser sum) or less and the Company makes no such request then it shall be carried over until a sum in excess of $50,000 (or such lesser sum) is available. The Trustee shall select, in the manner provided in Section 3.02, for redemption on such sinking fund payment date a sufficient ~~principal~~ Principal amount of Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the Company) inform the Company of the serial numbers of the Securities of such series (or portions thereof) so selected. Securities shall be excluded from eligibility for redemption under this Section if they are identified by registration and certificate number in an Officers’ Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) the Company or (b) an entity specifically identified in such Officers’ Certificate as directly or indirectly controlling or controlled by or under direct or indirect common control with the Company. The Trustee, in the name and at the expense of the Company (or the Company, if it shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section 3.02 (and with the effect provided in Section 3.03) for the redemption of Securities of such series in part at the option of the Company. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the Principal of, and interest on, the Securities of such series at maturity. On or before 10:00 a.m. New York City time on each sinking fund payment ~~date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to the sinking fund payment~~ date, the Company shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or mail any notice of redemption of Securities of such series by operation of the sinking fund during the continuance of a Default in payment of interest on such Securities or of any Event of Default except that, where the mailing of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the Company a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such Default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such Default or Event of Default, be deemed to have been collected under Article 6 and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section 6.04 or the Default cured on or before the sixtieth day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.

Appears in 1 contract

Samples: Iris Energy LTD

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of such minimum amount provided for by the terms of ~~the~~ Securities of any series is herein referred to as an “optional sinking fund payment”. .” The date on which a sinking fund payment is to be made is herein referred to as the “sinking fund payment date”. .” In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the Company may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except ~~through a~~ upon redemption pursuant to the mandatory sinking ~~fund payment~~fund) by the Company or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the Company and delivered to the Trustee for cancellation pursuant to Section ~~2.11~~2.12, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the Company ~~at the option of the Company pursuant to~~ through any optional redemption provision contained in the terms of such ~~Securities or through any optional sinking fund payment~~series. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. On or before the sixtieth day next preceding each sinking fund payment date for any series, ~~or such shorter period as shall be acceptable to the Trustee,~~ the Company will deliver to the Trustee a written statement (which need not contain the statements required by Section 12.5) signed by an ~~Officers’ Certificate~~ authorized Officer (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of ~~specified~~ Securities of such ~~series and the basis for such credit~~series, (b) stating that none of the ~~specified~~ Securities of such series has theretofore been so credited, (c) stating that no ~~defaults~~ Defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing and (d) stating whether or not the Company intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the Company intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the Company to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section ~~2.11~~ 2.12 to the Trustee with such ~~Officers’ Certificate~~ written statement (or reasonably promptly thereafter if acceptable to the Trustee). Such ~~Officers’ Certificate~~ written statement shall be irrevocable and upon its receipt by the Trustee the Company shall become unconditionally obligated to make all the cash payments or ~~delivery of Securities~~ payments therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the Company, on or before any such sixtieth day, to deliver such ~~Officer’s Certificate~~ written statement and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the Company (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (ii) that the Company will make no optional sinking fund payment with respect to such series as provided in this Section. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or a lesser sum if the Company shall so ~~request~~ request) with respect to the Securities of any particular series), such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption price ~~thereof~~ together with accrued interest ~~thereon~~ to the date fixed for redemption. If such amount shall be $50,000 ~~(or such lesser sum)~~ or less and the Company makes no such request then it shall be carried over until a sum in excess of $50,000 ~~(or such lesser sum)~~ is available. The Trustee shall select, in the manner provided in Section ~~3.02~~5.2, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the Company) inform the Company of the serial numbers of the Securities of such series (or portions thereof) so selected. Securities ~~shall be excluded from eligibility for redemption under this Section if they~~ of any series which are identified by registration and certificate number in an Officers’ Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) owned by the Company or ~~(b)~~ an entity ~~specifically identified in such Officers’ Certificate as~~ known by the Trustee to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, as shown by the Security Register, and not known to the Trustee to have been pledged or hypothecated by the Company or any such entity or (b) identified in an Officers’ Certificate at least 60 days prior to the sinking fund payment date as being beneficially owned by, and not pledged or hypothecated by, the Company or an entity directly or indirectly controlling or controlled by or under direct or indirect common control with the Company shall be excluded from Securities of such series eligible for selection for redemption. The Trustee, in the name and at the expense of the Company (or the Company, if it shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section ~~3.02~~ 5.2 (and with the effect provided in Section ~~3.03~~5.5) for the redemption of Securities of such series in part at the option of the Company. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the ~~Principal~~ principal of, and interest on, the Securities of such series at maturity. ~~On or before 10:00 a.m. New York City time on each sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the~~ At least one Business Day ~~prior to the~~ before each sinking fund payment date, the Company shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or mail any notice of redemption of Securities of for such series by operation of the sinking fund during the continuance of a ~~Default~~ default in payment of interest on such Securities or of any Event of Default except that, where the mailing of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, ~~provided~~ provided, that it shall have received from the Company a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such Default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such Default or Event of Default, be deemed to have been collected under Article 6 and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section ~~6.04~~ 6.10 or the Default cured on or before the sixtieth day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this ~~Section~~ section to the redemption of such Securities.

Appears in 1 contract

Samples: Indenture (Reynolds American Inc)

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of Securities of any ~~series~~ Series is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of such minimum amount provided for by the terms of ~~the~~ Securities of any ~~series~~ Series is herein referred to as an “optional sinking fund payment”. The date on which a sinking fund payment is to be made is herein referred to as the “sinking fund payment date”. In lieu of making all or any part of any mandatory sinking fund payment with respect to any ~~series~~ Series of Securities in cash, the Company may at its option (a) deliver to the Trustee Securities of such ~~series~~ Series (together with the unmatured Coupons, if any, appertaining thereto) theretofore purchased or otherwise acquired (except ~~through a~~ upon redemption pursuant to the mandatory sinking ~~fund payment~~fund) by the Company or receive credit for Securities of such ~~series~~ Series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the Company and delivered to the Trustee for cancellation pursuant to Section ~~2.11~~2.10, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of such ~~series~~ Series (not previously so credited) redeemed by the Company ~~at the option of the Company pursuant to~~ through any optional redemption provision contained in the terms of such ~~Securities or through any optional sinking fund payment~~Series. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. On or before the sixtieth day next preceding each sinking fund payment date for any ~~series, or such shorter period as shall be acceptable to the Trustee~~Series of Securities, the Company will deliver to the Trustee a written statement (which need not contain the statements required by Section 11.5) signed by an ~~Officers’ Certificate~~ authorized officer of the Company (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash in the currency or currency unit in which the Securities of such Series and Coupons, if any, appertaining thereto are payable (except as otherwise specified pursuant to Section 2.3 for the Securities of such Series and except as provided in Section 2.12(b), (e) and (f) hereof), and the portion to be satisfied by credit of ~~specified~~ Securities of such ~~series and the basis for such credit~~Series, (b) stating that none of the ~~specified~~ Securities of such ~~series~~ Series has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such ~~series~~ Series have occurred (which have not been waived or cured) and are ~~continuing and~~ continuing, (d) stating whether or not the Company intends to exercise its right to make an optional sinking fund payment with respect to such ~~series~~ Series and, if so, specifying the amount of such optional sinking fund payment which the Company intends to pay on or before the next succeeding sinking fund payment date and (e) specifying such sinking fund payment date. Any Securities of such ~~series~~ Series to be credited and required to be delivered to the Trustee in order for the Company to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section ~~2.11~~ 2.10 to the Trustee with such ~~Officers’ Certificate~~ written statement (or reasonably promptly thereafter if acceptable to the Trustee). Such ~~Officers’ Certificate~~ written statement shall be irrevocable and upon its receipt by the Trustee the Company shall become unconditionally obligated to make all the cash payments or ~~delivery of Securities~~ payments therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the Company, on or before any such sixtieth day, to deliver such ~~Officer’s Certificate~~ written statement and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the Company (i) that the mandatory sinking fund payment for such ~~series~~ Series due on the next succeeding sinking fund payment date shall be paid entirely in cash (in the currency or currency unit described above) without the option to deliver or credit Securities of such ~~series~~ Series in respect thereof and (ii) that the Company will make no optional sinking fund payment with respect to such ~~series~~ Series as provided in this Section. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash (in the currency or currency unit described above) on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $~~50,000~~ 100,000, or the equivalent in the currency or currency unit in which the Securities of such Series are payable (or a lesser sum if the Company shall so ~~request~~ request) with respect to the Securities of any ~~series)~~particular Series, such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such ~~series~~ Series at the sinking fund redemption price ~~thereof~~ together with accrued interest ~~thereon~~ to the date fixed for redemption. If such amount shall be $~~50,000 (~~100,000, or the equivalent in the currency or currency unit in which the Securities of such ~~lesser sum)~~ Series are payable, or less and the Company makes no such request then it shall be carried over until a sum in excess of $~~50,000 (~~100,000, or the equivalent in the currency or currency unit in which the Securities of such ~~lesser sum)~~ Series are payable, is available. The Trustee shall select, in the manner provided in Section ~~3.02~~12.2, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such ~~series~~ Series to absorb said cash, as nearly as may bebe possible, and shall (if requested in writing by the Company) inform the Company of the serial numbers of the Securities of such ~~series~~ Series (or portions thereof) so selected. Securities ~~shall be excluded from eligibility for redemption under this Section if they~~ of any Series which are identified by registration and certificate number in an Officers’ Certificate ~~delivered to the Trustee~~ at least 60 days prior to the sinking fund payment date as being beneficially owned ~~of record and beneficially~~ by, and not pledged or hypothecated ~~by either (a)~~ by, the Company or ~~(b)~~ an entity ~~specifically identified in such Officers’ Certificate as~~ directly or indirectly controlling or controlled by or under direct or indirect common control with the ~~Company~~Company shall be excluded from Securities of such Series eligible for selection for redemption. The Trustee, in the name and at the expense of the Company (or the Company, if it shall so ~~request~~ notify the Trustee in writing) shall cause notice of redemption of the Securities of such ~~series~~ Series to be given in substantially the manner provided in Section ~~3.02~~ 12.2 (and with the effect provided in Section ~~3.03~~12.3) for the redemption of Securities of such ~~series~~ Series in part at the option of the Company. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such ~~series~~ Series shall be added to the next cash sinking fund payment for such ~~series~~ Series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular ~~series~~ Series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such ~~series~~ Series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the ~~Principal~~ principal of, and interest on, the Securities of such ~~series~~ Series at maturity. On The Trustee shall not convert any currency or ~~before 10:00 a.m. New York City time on each~~ currency unit in which the Securities of such Series are payable for the purposes of such sinking fund ~~payment date or~~application unless specifically requested to do so by the Company, and any such conversion agreed to by the Trustee in response to such request shall be for the account and at the expense of the Company and shall not affect the Company’s obligation to pay the Holders in the ~~case of Unregistered Securities~~currency or currency unit to which such Holder may be entitled. Not later than 9:00 a.m., ~~10:00 a.m. New York City time~~ Chicago time, on ~~the Business Day prior to~~ the sinking fund payment date, the Company shall ~~pay~~ have paid to the Trustee in cash (in the currency or currency unit described in the third paragraph of this Section 12.5) or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a ~~series~~ Series with sinking fund moneys or mail or publish any notice of redemption of Securities of for such ~~series~~ Series by operation of the sinking fund during the continuance of a ~~Default~~ default in payment of interest on such Securities or of any Event of Default except that, where the mailing or publication of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the Company a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such ~~series~~ Series at the time when any such ~~Default~~ default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such ~~Default~~ default or Event of Default, be deemed to have been collected under Article 6 Five and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section ~~6.04~~ 5.10 or the ~~Default~~ default cured on or before the sixtieth day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.

Appears in 1 contract

Samples: Joy Global Inc

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of such minimum amount provided for by the terms of the Securities of any series is herein referred to as an “optional sinking fund payment”. The date on which a sinking fund payment is to be made is herein referred to as the “sinking fund payment date”. In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the Company may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except through a mandatory sinking fund payment) by the Company or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the Company and delivered to the Trustee for cancellation pursuant to Section 2.11, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the Company at the option of the Company pursuant to the terms of such Securities or through any optional sinking fund payment. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. On or before the sixtieth day next preceding each sinking fund payment date for any series, or such shorter period as shall be acceptable to the Trustee, the Company will deliver to the Trustee an ~~Officers’~~ Officer’s Certificate (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of specified Securities of such series and the basis for such credit, (b) stating that none of the specified Securities of such series has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing and (d) stating whether or not the Company intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the Company intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the Company to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section 2.11 to the Trustee with such ~~Officers’~~ Officer’s Certificate (or reasonably promptly thereafter if acceptable to the Trustee). Such ~~Officers’~~ Officer’s Certificate shall be irrevocable and upon its receipt by the Trustee the Company shall become unconditionally obligated to make all the cash payments or delivery of Securities therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the Company, on or before any such sixtieth day, to deliver such Officer’s Certificate and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the Company (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (ii) that the Company will make no optional sinking fund payment with respect to such series as provided in this Section. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or a lesser sum if the Company shall so request with respect to the Securities of any series), such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption price thereof together with accrued interest thereon to the date fixed for redemption. If such amount shall be $50,000 (or such lesser sum) or less and the Company makes no such request then it shall be carried over until a sum in excess of $50,000 (or such lesser sum) is available. The Trustee shall select, in the manner provided in Section 3.02, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the Company) inform the Company of the serial numbers of the Securities of such series (or portions thereof) so selected. Securities shall be excluded from eligibility for redemption under this Section if they are identified by registration and certificate number in an ~~Officers’~~ Officer’s Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) the Company or (b) an entity specifically identified in such ~~Officers’~~ Officer’s Certificate as directly or indirectly controlling or controlled by or under direct or indirect common control with the Company. The Trustee, in the name and at the expense of the Company (or the Company, if it shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section 3.02 (and with the effect provided in Section 3.03) for the redemption of Securities of such series in part at the option of the Company. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the Principal of, and interest on, the Securities of such series at maturity. On or before 10:00 a.m. New York City time on each ~~sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to the~~ sinking fund payment date, the Company shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or mail any notice of redemption of Securities of such series by operation of the sinking fund during the continuance of a Default in payment of interest on such Securities or of any Event of Default except that, where the mailing of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the Company a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such Default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such Default or Event of Default, be deemed to have been collected under Article 6 and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section 6.04 or the Default cured on or before the sixtieth day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.

Appears in 1 contract

Samples: Indenture (Cadence Design Systems Inc)

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of the Securities of any series is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of such minimum amount provided for by the terms of ~~the~~ Securities of any series is herein referred to as an “optional sinking fund payment”. The date on which a sinking fund payment is to be made is herein referred to as the “sinking fund payment date”. In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the ~~Company~~ Issuer may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except ~~through a~~ upon redemption pursuant to the mandatory sinking ~~fund payment~~fund) by the ~~Company~~ Issuer or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the ~~Company~~ Issuer and delivered to the Trustee for cancellation pursuant to Section ~~2.11~~2.07, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the ~~Company at the option of the Company pursuant to~~ Issuer through any optional redemption provision contained in the terms of such ~~Securities or through any optional sinking fund payment~~series. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. On or before the sixtieth day next preceding each sinking fund payment date for any series, ~~or such shorter period as shall be acceptable to~~ the ~~Trustee, the Company~~ Issuer will deliver to the Trustee a written statement (which need not contain the statements required by Section 10.05) signed by an ~~Officers’ Certificate~~ authorized officer of the Issuer (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of ~~specified~~ Securities of such ~~series and the basis for such credit~~series, (b) stating that none of the ~~specified~~ Securities of such series has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing and (d) stating whether or not the ~~Company~~ Issuer intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the ~~Company~~ Issuer intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the ~~Company~~ Issuer to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section ~~2.11~~ 2.10 to the Trustee with such ~~Officers’ Certificate~~ written statement (or reasonably promptly thereafter if acceptable to the Trustee). Such ~~Officers’ Certificate~~ written statement shall be irrevocable and upon its receipt by the Trustee the ~~Company~~ Issuer shall become unconditionally obligated to make all the cash payments or ~~delivery of Securities~~ payments therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the ~~Company~~Issuer, on or before any such sixtieth day, to deliver such ~~Officer’s Certificate~~ written statement and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the ~~Company~~ Issuer (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (ii) that the ~~Company~~ Issuer will make no optional sinking fund payment with respect to such series as provided in this Section. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or a lesser sum if the ~~Company~~ Issuer shall so ~~request~~ request) with respect to the Securities of any particular series), such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption price ~~thereof~~ together with accrued interest ~~thereon~~ to the date fixed for redemption. If such amount shall be $50,000 ~~(or such lesser sum)~~ or less and the ~~Company~~ Issuer makes no such request then it shall be carried over until a sum in excess of $50,000 ~~(or such lesser sum)~~ is available. The Trustee shall select, in the manner provided in Section ~~3.02~~11.02, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the ~~Company~~Issuer) inform the ~~Company~~ Issuer of the serial numbers of the Securities of such series (or portions thereof) so selected. Securities ~~shall be excluded from eligibility for redemption under this Section if they~~ of any series which are identified by registration and certificate number in an Officers’ Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) owned by the ~~Company~~ Issuer or ~~(b)~~ an entity ~~specifically identified in such Officers’ Certificate as~~ known by the Trustee to be directly or indirectly controlling or controlled by or under direct or indirect common control with the ~~Company~~Issuer, as shown by the Security register, and not known to the Trustee to have been pledged or hypothecated by the Issuer or any such entity or (b) identified in an Officers’ Certificate at least 60 days prior to the sinking fund payment date as being beneficially owned by, and not pledged or hypothecated by, the Issuer or an entity directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer shall be excluded from Securities of such series eligible for selection for redemption. The Trustee, in the name and at the expense of the ~~Company~~ Issuer (or the ~~Company~~Issuer, if it shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section ~~3.02~~ 11.02 (and with the effect provided in Section ~~3.03~~11.03) for the redemption of Securities of such series in part at the option of the ~~Company~~Issuer. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the ~~Principal~~ principal of, and interest on, the Securities of such series at maturity. On or before ~~10:00 a.m. New York City time on~~ each ~~sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to the~~ sinking fund payment date, the ~~Company~~ Issuer shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or ~~mail~~ give any notice of redemption of Securities of for such series by operation of the sinking fund during the continuance of a ~~Default~~ default in payment of interest on such Securities or of any Event of Default except that, where the mailing of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the ~~Company~~ Issuer a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such ~~Default~~ default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such ~~Default~~ default or Event of Default, be deemed to have been collected under Article 6 4 and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section ~~6.04~~ 4.09 or the ~~Default~~ default cured on or before the sixtieth day preceding the sinking fund payment date in any year, such moneys shall ~~thereafter~~ thereaf- ter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.

Appears in 1 contract

Samples: Amarin Finance Ltd.

Appears in 1 contract

Samples: Sothebys Holdings Inc

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a ~~“mandatory sinking fund payment”~~"MANDATORY SINKING FUND PAYMENT", and any payment in excess of such minimum amount provided for by the terms of the Securities of any series is herein referred to as an ~~“optional sinking fund payment”~~"OPTIONAL SINKING FUND PAYMENT". The date on which a sinking fund payment is to be made is herein referred to as the ~~“sinking fund payment date”~~"SINKING FUND PAYMENT DATE". In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the Company may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except through a mandatory sinking fund payment) by the Company or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the Company and delivered to the Trustee for cancellation pursuant to Section 2.11, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the Company ~~at the option of the Company pursuant to the terms of such Securities or~~ through any optional sinking fund payment. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. On or before the sixtieth day next preceding each sinking fund payment date for any series, or such shorter period as shall be acceptable to the Trustee, the Company will deliver to the Trustee an Officers’ ' Certificate (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of specified Securities of such series and the basis for such credit, (b) stating that none of the specified Securities of such series has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing and (d) stating whether or not the Company intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the Company intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the Company to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section 2.11 to the Trustee with such Officers’ ' Certificate (or reasonably promptly thereafter if acceptable to the Trustee). Such Officers’ ' Certificate shall be irrevocable and upon its receipt by the Trustee the Company shall become unconditionally obligated to make all the cash payments or delivery of ~~Securities~~ securities therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the Company, on or before any such sixtieth day, to deliver such Officer’s 's Certificate and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the Company (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (ii) that the Company will make no optional sinking fund payment with respect to such series as provided in this Section. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or a lesser sum if the Company shall so request with respect to the Securities of any series), such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption price thereof together with accrued interest thereon to the date fixed for redemption. If such amount shall be $50,000 (or such lesser sum) or less and the Company makes no such request then it shall be carried over until a sum in excess of $50,000 (or such lesser sum) is available. The Trustee shall select, in the manner provided in Section ~~3.02~~3.2, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such series to absorb said cash, as nearly as may be, and shall ~~(if requested in writing by the Company)~~ inform the Company of the serial numbers of the Securities of such series (or portions thereof) so selected. Securities shall be excluded from eligibility for redemption under this Section if they are identified by registration and certificate number in an Officers’ ' Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) the Company or (b) an entity specifically identified in such Officers’ ' Certificate as directly or indirectly controlling or controlled by or under direct or indirect common control with the Company. The Trustee, in the name and at the expense of the Company (or the Company, if it shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section ~~3.02~~ 3.2 (and with the effect provided in Section ~~3.03~~3.3) for the redemption of Securities of such series in part at the option of the Company. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the Principal of, and interest on, the Securities of such series at maturity. ~~On or before~~ Not later than 10:00 a.m. New York City time on each ~~sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to the~~ sinking fund payment date, the Company shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or mail any notice of redemption of Securities of such series by operation of the sinking fund during the continuance of a Default in payment of interest on such Securities or of any Event of Default except that, where the mailing of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the Company a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such Default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such Default or Event of Default, be deemed to have been collected under Article 6 and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section ~~6.04~~ 6.4 or the Default cured on or before the sixtieth day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.

Appears in 1 contract

Samples: Promus Hotel Corp

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of Securities of any ~~series~~ Series is herein referred to as a “"mandatory sinking fund payment”", and any payment in excess of such minimum amount provided for by the terms of ~~the~~ Securities of any ~~series~~ Series is herein referred to as an “"optional sinking fund payment”". The date on which a sinking fund payment is to be made is herein referred to as the “"sinking fund payment date”". In lieu of making all or any part of any mandatory sinking fund payment with respect to any ~~series~~ Series of Securities in cash, the ~~Company~~ Corporation may at its option (a) deliver to the Trustee Securities of such ~~series~~ Series theretofore purchased or otherwise acquired (except ~~through a~~ upon redemption pursuant to the mandatory sinking ~~fund payment~~fund) by the ~~Company~~ Corporation or receive credit for Securities of such ~~series~~ Series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the ~~Company~~ Corporation and delivered to the Trustee for cancellation pursuant to Section ~~2.11~~2.10, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of such ~~series~~ Series (not previously so credited) redeemed by the ~~Company at the option of the Company pursuant to~~ Corporation through any optional redemption provision contained in the terms of such ~~Securities or through any optional sinking fund payment~~Series. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. On or before the sixtieth day next preceding each sinking fund payment date for any ~~series, or such shorter period as shall be acceptable to the Trustee~~Series of Securities, the ~~Company~~ Corporation will deliver to the Trustee a written statement (which need not contain the statements required by Section 11.5) signed by an ~~Officers’ Certificate~~ authorized officer of the Corporation (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash (except as otherwise specified pursuant to Section 2.3 for the Securities of such Series), and the portion to be satisfied by delivery or credit of ~~specified~~ Securities of such ~~series and the basis for such credit~~Series, (b) stating that none of the ~~specified~~ Securities of such ~~series~~ Series for which credit is sought has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such ~~series~~ Series have occurred (which have not been waived or cured) and are ~~continuing and~~ continuing, (d) stating whether or not the ~~Company~~ Corporation intends to exercise its right to make an optional sinking fund payment with respect to such ~~series~~ Series and, if so, specifying the amount of such optional sinking fund payment which the ~~Company~~ Corporation intends to pay on or before the next succeeding sinking fund payment date and (e) specifying such sinking fund payment date. Any Securities of such ~~series~~ Series to be credited and required to be delivered to the Trustee in order for the ~~Company~~ Corporation to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section ~~2.11~~ 2.10 to the Trustee with such ~~Officers’ Certificate (or reasonably promptly thereafter if acceptable to the Trustee)~~written statement. Such ~~Officers’ Certificate~~ written statement shall be irrevocable and upon its receipt by the Trustee the ~~Company~~ Corporation shall become unconditionally obligated to make all the cash payments or ~~delivery of Securities~~ payments therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the ~~Company~~Corporation, on or before any such sixtieth day, to deliver such ~~Officer’s Certificate~~ written statement and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the ~~Company~~ Corporation (i) that the mandatory sinking fund payment for such ~~series~~ Series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such ~~series~~ Series in respect thereof and (ii) that the ~~Company~~ Corporation will make no optional sinking fund payment with respect to such ~~series~~ Series as provided in this Section. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $~~50,000~~ 100,000 (or the equivalent thereof in any Foreign Currency or ECU or a lesser sum in Dollars or in any Foreign Currency or ECU if the ~~Company~~ Corporation shall so ~~request~~ request) with respect to the Securities of any ~~series)~~particular Series, such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such ~~series~~ Series at the sinking fund redemption price ~~thereof~~ together with accrued interest ~~thereon~~ to the date fixed for redemption. If such amount shall be $~~50,000~~ 100,000 (or ~~such lesser sum~~the equivalent thereof in any Foreign Currency or ECU) or less and the ~~Company~~ Corporation makes no such request then it shall be carried over until a sum in excess of $~~50,000~~ 100,000 (or ~~such lesser sum)~~ the equivalent thereof in any Foreign Currency or ECU), is available. The Trustee shall select, in the manner provided in Section ~~3.02~~12.2 and giving effect to any exclusions required pursuant to Section 12.4, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such ~~series~~ Series to absorb said cash, as nearly as may bebe possible, and shall (if requested in writing by the ~~Company~~Corporation) inform the ~~Company~~ Corporation of the serial numbers of the Securities of such ~~series~~ Series (or portions thereof) so selected. Securities shall be excluded from eligibility for redemption under this Section if they are identified by registration and certificate number in an Officers’ Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) the Company or (b) an entity specifically identified in such Officers’ Certificate as directly or indirectly controlling or controlled by or under direct or indirect common control with the Company. The Trustee, in the name and at the expense of the ~~Company~~ Corporation (or the ~~Company~~Corporation, if it shall so ~~request~~ notify the Trustee in writing) shall cause notice of redemption of the Securities of such ~~series~~ Series to be given in substantially the manner provided in Section ~~3.02~~ 12.2 (and with the effect provided in Section ~~3.03~~12.3) for the redemption of Securities of such ~~series in part~~ Series at the option of the ~~Company~~Corporation. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such ~~series~~ Series shall be added to the next cash sinking fund payment for such ~~series~~ Series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the ~~stated maturity~~ Stated Maturity date of the Securities of any particular ~~series~~ Series (or earlier, if such ~~maturity~~ Maturity is accelerated), which are not held for the payment or redemption of particular Securities of such ~~series~~ Series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the ~~Principal~~ principal of, and interest on, the Securities of such ~~series~~ Series at ~~maturity~~Maturity. ~~On or before 10:00 a.m. New York City time on each sinking fund payment date or~~Unless otherwise specified pursuant to Section 2.3, ~~in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to~~ not later than the sinking fund payment date, the ~~Company~~ Corporation shall ~~pay~~ have paid to the Trustee in cash or shall otherwise provide in funds available on such date for the payment of all principal and interest accrued to the date fixed for redemption on Securities to be redeemed on ~~the next following~~ such sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a ~~series~~ Series with sinking fund moneys or mail or publish any notice of redemption of Securities of for such ~~series~~ Series by operation of the sinking fund during the continuance of a ~~Default~~ default in payment of interest on such Securities or of any Event of Default except that, where the mailing or publication of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the ~~Company~~ Corporation a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such ~~series~~ Series at the time when any such ~~Default~~ default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such ~~Default~~ default or Event of Default, be deemed to have been collected under Article 6 V and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section ~~6.04~~ 5.9 or the ~~Default~~ default cured on or before the sixtieth day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.

Appears in 1 contract

Samples: Usg Corp

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of any Series of Securities ~~of any series~~ is herein referred to as a “"mandatory sinking fund payment”, ," and any payment in excess of such minimum amount provided for by the terms of ~~the~~ any Series of Securities ~~of any series~~ is herein referred to as an “"optional sinking fund payment”. ." The date on which a sinking fund payment is to be made is herein referred to as the “"sinking fund payment date”. ." In lieu of making all or any part of any mandatory sinking fund payment with respect to any ~~series~~ Series of Securities in cash, the Company may at its option (a) deliver to the Trustee Securities of such ~~series~~ Series theretofore purchased or otherwise acquired (except ~~through a~~ upon redemption pursuant to the mandatory sinking ~~fund payment~~fund) by the Company or receive credit for Securities of such ~~series~~ Series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the Company and delivered to the Trustee for cancellation pursuant to Section ~~2.11~~2.12, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of such ~~series~~ Series (not previously so credited) redeemed by the Company ~~at the option of the Company pursuant to~~ through any optional redemption provision contained in the terms of such ~~Securities or through any optional sinking fund payment~~Series. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. On or before the sixtieth day next preceding each sinking fund payment date for any ~~series, or such shorter period as shall be acceptable to the Trustee~~Series, the Company will deliver to the Trustee a written statement signed by an ~~Officers’ Certificate~~ authorized Officer of the Company (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of ~~specified~~ Securities of such ~~series and the basis for such credit~~Series, (b) stating that none of the ~~specified~~ Securities of such ~~series~~ Series has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such ~~series~~ Series have occurred (which have not been waived or cured) and are ~~continuing and~~ continuing, (d) stating whether or not the Company intends to exercise its right to make an optional sinking fund payment with respect to such ~~series~~ Series and, if so, specifying the amount of such optional sinking fund payment which the Company intends to pay on or before the next succeeding sinking fund payment date, and (e) specifying such sinking fund payment date. Any Securities of such ~~series~~ Series to be credited and required to be delivered to the Trustee in order for the Company to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section ~~2.11~~ 2.12 to the Trustee with such ~~Officers’ Certificate~~ written statement (or reasonably promptly thereafter if acceptable to the Trustee). Such ~~Officers’ Certificate~~ written statement shall be irrevocable and upon its receipt by the Trustee the Company shall become unconditionally obligated to make all the cash payments or ~~delivery of Securities~~ payments therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the Company, on or before any such sixtieth day, to deliver such ~~Officer’s Certificate~~ written statement and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the Company (i) that the mandatory sinking fund payment for such ~~series~~ Series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such ~~series~~ Series in respect thereof and (ii) that the Company will make no optional sinking fund payment with respect to such ~~series~~ Series as provided in this Section. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or a lesser sum if the Company shall so ~~request~~ request) with respect to the Securities of any ~~series)~~particular Series, such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such ~~series~~ Series at the sinking fund redemption price ~~thereof~~ together with accrued interest ~~thereon~~ to the date fixed for redemption. If such amount shall be $50,000 ~~(or such lesser sum)~~ or less and the Company makes no such request then it shall be carried over until a sum in excess of $50,000 ~~(or such lesser sum)~~ is available. The Trustee shall select, in the manner provided in Section 3.02, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such ~~series~~ Series to absorb said cash, as nearly as may bebe possible, and shall (if requested in writing by the Company) inform the Company of the serial numbers of the Securities of such ~~series~~ Series (or portions thereof) so selected. Securities ~~shall be excluded from eligibility for redemption under this Section if they~~ of any Series which are identified by registration and certificate number in an Officers’ Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) owned by the Company or ~~(b)~~ an entity ~~specifically identified in such Officers’ Certificate as~~ known by the Trustee to be directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, as shown by the Security register, and not known to the Trustee to have been pledged or hypothecated by the Company or any such entity or (b) identified in an Officer's Certificate at least 60 days prior to the sinking fund payment date as being beneficially owned by, and not pledged or hypothecated by, the Company or an entity directly or indirectly controlling or controlled by or under direct or indirect common control with the Company shall be excluded from Securities of such Series eligible for selection for redemption. The Trustee, in the name and at the expense of the Company (or the Company, if it shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such ~~series~~ Series to be given in substantially the manner provided in Section ~~3.02~~ 3.03 (and with the effect provided in Section ~~3.03~~3.04) for the redemption of Securities of such ~~series~~ Series in part at the option of the Company. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such ~~series~~ Series shall be added to the next cash sinking fund payment for such ~~series~~ Series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular ~~series~~ Series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such ~~series~~ Series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the ~~Principal~~ principal of, and interest on, the Securities of such ~~series~~ Series at maturity. ~~On or~~ At least one business day before ~~10:00 a.m. New York City time on~~ each ~~sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to the~~ sinking fund payment date, the Company shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a ~~series~~ Series with sinking fund moneys or mail any notice of redemption of Securities of for such ~~series~~ Series by operation of the sinking fund during the continuance of a ~~Default~~ default in payment of interest on such Securities or of any Event of Default except that, where the mailing of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the Company a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such ~~series~~ Series at the time when any such ~~Default~~ default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such ~~Default~~ default or Event of Default, be deemed to have been collected under Article 6 Six and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section ~~6.04~~ 6.06 or the ~~Default~~ default cured on or before the sixtieth day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.

Appears in 1 contract

Samples: Indenture (Newcourt Credit Group Inc)

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of Debt Securities of any series is herein referred to as a “"mandatory sinking fund payment”", and any payment in excess of such minimum amount provided for by the terms of ~~the~~ Debt Securities of any series is herein referred to as an “"optional sinking fund payment”". The date on which a sinking fund payment is to be made is herein referred to as the “"sinking fund payment date”". In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Debt Securities in cash, the ~~Company~~ Issuer may at its option (a) deliver to the Trustee Debt Securities of such series theretofore purchased or otherwise acquired (except ~~through a~~ upon redemption pursuant to the mandatory sinking ~~fund payment~~fund) by the ~~Company~~ Issuer or receive credit for Debt Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the ~~Company~~ Issuer and delivered to the Trustee for cancellation pursuant to Section ~~2.11~~2.10, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Debt Securities of such series (not previously so credited) redeemed by the ~~Company at the option of the Company pursuant to~~ Issuer through any optional redemption provision contained in the terms of such series, or (d) receive credit for Debt Securities which have been converted or ~~through any optional sinking fund payment~~exchanged. Debt Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Debt Securities. On or before the ~~sixtieth~~ forty-fifth day next preceding each sinking fund payment date for any series, ~~or such shorter period as shall be acceptable to~~ the ~~Trustee, the Company~~ Issuer will deliver to the Trustee a written statement (which need not contain the statements required by Section 11.05) signed by an ~~Officers’ Certificate~~ authorized officer of the Issuer (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of ~~specified~~ Debt Securities of such ~~series and the basis for such credit~~series, (b) stating that none of the ~~specified~~ Debt Securities of such series has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing and (d) stating whether or not the ~~Company~~ Issuer intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the ~~Company~~ Issuer intends to pay on or before the next succeeding sinking fund payment date. ~~Any~~ With respect to any sinking fund payment date, any Debt Securities of such series to be credited and required to be delivered to the Trustee in order for the ~~Company~~ Issuer to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section ~~2.11~~ 2.10 to the Trustee ~~with~~ on or prior to the thirty-fifth day preceding such ~~Officers’ Certificate~~ sinking fund payment date (or reasonably promptly thereafter if acceptable to the Trustee). Such Officers’ Certificate shall be irrevocable and upon its receipt by the Trustee the Company shall become unconditionally obligated to make all the cash payments or delivery of Securities therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the ~~Company~~Issuer, on or before any such ~~sixtieth~~ thirty-fifth day, to deliver any such ~~Officer’s Certificate and~~ Debt Securities ~~specified in this paragraph, if any,~~ shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the ~~Company~~ Issuer, and the Issuer shall become unconditionally obligated, to pay in cash on the next succeeding sinking fund payment date that portion of the mandatory sinking fund payment due on such date that would have been satisfied by the delivery of such Debt Securities. Such written statement shall, except as provided in the next preceding paragraph, be irrevocable and upon its receipt by the Trustee the Issuer shall become unconditionally obligated to make all the cash payments therein referred to, if any, on the next succeeding sinking fund payment date. Failure of the Issuer, on or before any such forty-fifth day, to deliver such written statement shall not constitute a default but shall constitute, in and as of such date, the irrevocable election of the Issuer (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Debt Securities of such series in respect thereof and (ii) that the ~~Company~~ Issuer will make no optional sinking fund payment with respect to such series as provided in this Section. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or a lesser sum if the ~~Company~~ Issuer shall so ~~request~~ request) with respect to the Debt Securities of any particular series), such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Debt Securities of such series at the sinking fund redemption price ~~thereof~~ together with accrued interest ~~thereon~~ to the date fixed for redemption. If such amount shall be $50,000 ~~(or such lesser sum)~~ or less and the ~~Company~~ Issuer makes no such request then it shall be carried over until a sum in excess of $50,000 ~~(or such lesser sum)~~ is available. The Trustee shall select, in the manner provided in Section ~~3.02~~12.02, for redemption on such sinking fund payment date a sufficient principal amount of Debt Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the ~~Company~~Issuer) inform the ~~Company~~ Issuer of the serial numbers of the Debt Securities of such series (or portions thereof) so selected. Debt Securities ~~shall be excluded from eligibility for redemption under this Section if they~~ of any series which are identified by registration and certificate number in an Officers’ Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) owned by the ~~Company~~ Issuer or ~~(b)~~ an entity ~~specifically identified in such Officers’ Certificate as~~ known by the Trustee to be directly or indirectly controlling or controlled by or under direct or indirect common control with the ~~Company~~Issuer, as shown by the Debt Security register, and not known to the Trustee to have been pledged or hypothecated by the Issuer or any such entity or (b) identified in an Officers' Certificate at least 30 days prior to the sinking fund payment date as being beneficially owned by, and not pledged or hypothecated by, the Issuer or an entity directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer shall be excluded from Debt Securities of such series eligible for selection for redemption. The Trustee, in the name and at the expense of the ~~Company~~ Issuer (or the ~~Company~~Issuer, if it shall so request the Trustee in writing) shall cause notice of redemption of the Debt Securities of such series to be given in substantially the manner provided in Section ~~3.02~~ 12.02 (and with the effect provided in Section ~~3.03~~12.03) for the redemption of Debt Securities of such series in part at the option of the ~~Company~~Issuer. The amount of any sinking fund payments not so applied or allocated to the redemption of Debt Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund ~~moneys~~ monies held on the stated maturity date of the Debt Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Debt Securities of such series shall be applied, together with other ~~moneys~~monies, if necessary, sufficient for the purpose, to the payment of the ~~Principal~~ principal of, and interest on, the Debt Securities of such series at maturity. On ~~or before 10:00 a.m. New York City time on~~ each ~~sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to the~~ sinking fund payment date, the ~~Company~~ Issuer shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to ~~the~~ such sinking fund payment date ~~fixed for redemption~~ on Debt Securities to be redeemed on ~~the next following~~ such sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Debt Securities of a series with sinking fund ~~moneys~~ monies or mail any notice of redemption of Debt Securities of for such series by operation of the sinking fund during the continuance of a ~~Default~~ default in payment of interest on such Debt Securities or of any Event of Default except that, where the mailing of notice of redemption of any Debt Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Debt Securities, provided that it shall have received from the ~~Company~~ Issuer a sum sufficient for such redemption. Except as aforesaid, any ~~moneys~~ monies in the sinking fund for such series at the time when any such ~~Default~~ default or Event of Default shall occur, and any ~~moneys~~ monies thereafter paid into the sinking fund, shall, during the continuance of such ~~Default~~ default or Event of Default, be deemed to have been collected under Article 6 Five and held for the payment of all such Debt Securities. In case such Event of Default shall have been waived as provided in Section ~~6.04~~ 5.10 or the ~~Default~~ default cured on or before the ~~sixtieth~~ forty-fifth day preceding the sinking fund payment date in any year, such ~~moneys~~ monies shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Debt Securities.

Appears in 1 contract

Samples: Trust Indenture (Financial Security Assurance Holdings LTD/Ny/)

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of the Securities of any series is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of such minimum amount provided for by the terms of ~~the~~ Securities of any series is herein referred to as an “optional sinking fund payment”. The date on which a sinking fund payment is to be made is herein referred to as the “sinking fund payment date”. In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the ~~Company~~ Issuer may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except ~~through a~~ upon redemption pursuant to the mandatory sinking ~~fund payment~~fund) by the ~~Company~~ Issuer or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the ~~Company~~ Issuer and delivered to the Trustee for cancellation pursuant to Section ~~2.11~~2.07, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the ~~Company at the option of the Company pursuant to~~ Issuer through any optional redemption provision contained in the terms of such ~~Securities or through any optional sinking fund payment~~series. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. On or before the sixtieth day next preceding each sinking fund payment date for any series, ~~or such shorter period as shall be acceptable to~~ the ~~Trustee, the Company~~ Issuer will deliver to the Trustee a written statement (which need not contain the statements required by Section 10.05) signed by an ~~Officers’ Certificate~~ authorized officer of the Issuer (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of ~~specified~~ Securities of such ~~series and the basis for such credit~~series, (b) stating that none of the ~~specified~~ Securities of such series has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing and (d) stating whether or not the ~~Company~~ Issuer intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the ~~Company~~ Issuer intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the ~~Company~~ Issuer to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section ~~2.11~~ 2.10 to the Trustee with such ~~Officers’ Certificate~~ written statement (or reasonably promptly thereafter if acceptable to the Trustee). Such ~~Officers’ Certificate~~ written statement shall be irrevocable and upon its receipt by the Trustee the ~~Company~~ Issuer shall become unconditionally obligated to make all the cash payments or ~~delivery of Securities~~ payments therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the ~~Company~~Issuer, on or before any such sixtieth day, to deliver such ~~Officer’s Certificate~~ written statement and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the ~~Company~~ Issuer (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (ii) that the ~~Company~~ Issuer will make no optional sinking fund payment with respect to such series as provided in this Section. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or a lesser sum if the ~~Company~~ Issuer shall so ~~request~~ request) with respect to the Securities of any particular series), such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption price ~~thereof~~ together with accrued interest ~~thereon~~ to the date fixed for redemption. If such amount shall be $50,000 ~~(or such lesser sum)~~ or less and the ~~Company~~ Issuer makes no such request then it shall be carried over until a sum in excess of $50,000 ~~(or such lesser sum)~~ is available. The Trustee shall select, in the manner provided in Section ~~3.02~~11.02, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the ~~Company~~Issuer) inform the ~~Company~~ Issuer of the serial numbers of the Securities of such series (or portions thereof) so selected. Securities ~~shall~~ of any series which are (a) owned by the Issuer or an entity known by the Trustee to be ~~excluded from eligibility for redemption under this Section if they are~~ directly or indirectly controlling or controlled by or un- der direct or indirect common control with the Issuer, as shown by the Security register, and not known to the Trustee to have been pledged or hypothecated by the Issuer or any such entity or (b) identified ~~by registration and certificate number~~ in an Officers’ Certificate ~~delivered to the Trustee~~ at least 60 days prior to the sinking fund payment date as being beneficially owned ~~of record and beneficially~~ by, and not pledged or hypothecated ~~by either (a)~~ by, the ~~Company~~ Issuer or ~~(b)~~ an entity ~~specifically identified in such Officers’ Certificate as~~ directly or indirectly controlling or controlled by or under direct or indirect common control with the ~~Company~~Issuer shall be excluded from Securities of such series eligible for selection for redemption. The Trustee, in the name and at the expense of the ~~Company~~ Issuer (or the ~~Company~~Issuer, if it shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section ~~3.02~~ 11.02 (and with the effect provided in Section ~~3.03~~11.03) for the redemption of Securities of such series in part at the option of the ~~Company~~Issuer. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the ~~Principal~~ principal of, and interest on, the Securities of such series at maturity. On or before ~~10:00 a.m. New York City time on~~ each ~~sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to the~~ sinking fund payment date, the ~~Company~~ Issuer shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or ~~mail~~ give any notice of redemption of Securities of for such series by operation of the sinking fund during the continuance of a ~~Default~~ default in payment of interest on such Securities or of any Event of Default except that, where the mailing of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the ~~Company~~ Issuer a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such ~~Default~~ default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such ~~Default~~ default or Event of Default, be deemed to have been collected under Article 6 4 and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section ~~6.04~~ 4.09 or the ~~Default~~ default cured on or before the sixtieth day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.

Appears in 1 contract

Samples: Amarin Finance Ltd.

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of the Securities of any series is herein referred to as a “"mandatory sinking fund payment”", and any payment in excess of such minimum amount provided for by the terms of the Securities of any series is herein referred to as an “"optional sinking fund payment”". The date on which a sinking fund payment is to be made is herein referred to as the “"sinking fund payment date”". In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the ~~Company~~ Issuer may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except ~~through a~~ upon redemption pursuant to the mandatory sinking ~~fund payment~~fund) by the ~~Company~~ Issuer or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the ~~Company~~ Issuer and delivered to the Trustee for cancellation pursuant to Section ~~2.11~~2.10, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this ~~Section~~Section 12.5, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the ~~Company at the option of the Company pursuant to~~ Issuer through any optional redemption provision contained in the terms of such ~~Securities or through any optional sinking fund payment~~series. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. On or before the ~~sixtieth~~ 60th day next preceding each sinking fund payment date for any series, ~~or such shorter period as shall be acceptable to~~ the ~~Trustee, the Company~~ Issuer will deliver to the Trustee an Officers’ ' Certificate (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of specified Securities of such series and the basis for such credit, (b) stating that none of the specified Securities of such series has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing and (d) stating whether or not the Company intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the Company intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the Company to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section 2.11 to the Trustee with such Officers’ Certificate (or reasonably promptly thereafter if acceptable to the Trustee). Such Officers’ Certificate shall be irrevocable and upon its receipt by the Trustee the Company shall become unconditionally obligated to make all the cash payments or delivery of Securities therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the Company, on or before any such sixtieth day, to deliver such Officer’s Certificate and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the Company (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (ii) that the Company will make no optional sinking fund payment with respect to such series as provided in this Section. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or a lesser sum if the Company shall so request with respect to the Securities of any series), such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption price thereof together with accrued interest thereon to the date fixed for redemption. If such amount shall be $50,000 (or such lesser sum) or less and the Company makes no such request then it shall be carried over until a sum in excess of $50,000 (or such lesser sum) is available. The Trustee shall select, in the manner provided in Section 3.02, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the Company) inform the Company of the serial numbers of the Securities of such series (or portions thereof) so selected. Securities shall be excluded from eligibility for redemption under this Section if they are identified by registration and certificate number in an Officers’ Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) the Company or (b) an entity specifically identified in such Officers’ Certificate as directly or indirectly controlling or controlled by or under direct or indirect common control with the Company. The Trustee, in the name and at the expense of the Company (or the Company, if it shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section 3.02 (and with the effect provided in Section 3.03) for the redemption of Securities of such series in part at the option of the Company. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the Principal of, and interest on, the Securities of such series at maturity. On or before 10:00 a.m. New York City time on each sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to the sinking fund payment date, the Company shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or mail any notice of redemption of Securities of such series by operation of the sinking fund during the continuance of a Default in payment of interest on such Securities or of any Event of Default except that, where the mailing of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the Company a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such Default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such Default or Event of Default, be deemed to have been collected under Article 6 and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section 6.04 or the Default cured on or before the sixtieth day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.satisfied

Appears in 1 contract

Samples: Seagull Energy Corp

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of Securities of any ~~series~~ Series is herein referred to as a “mandatory sinking fund payment”, ,” and any payment in excess of such minimum amount provided for by the terms of ~~the~~ Securities of any ~~series~~ Series is herein referred to as an “optional sinking fund payment”. .” The date on which a sinking fund payment is to be made is herein referred to as the “sinking fund payment date”. .” In lieu of making all or any part of any mandatory sinking fund payment with respect to any ~~series~~ Series of Securities in cash, the Company or the Guarantor may at its option (a) deliver to the Trustee Securities of such ~~series~~ Series theretofore purchased or otherwise acquired (except ~~through a~~ upon redemption pursuant to the mandatory sinking ~~fund payment~~fund) by the Company or the Guarantor or receive credit for Securities of such ~~series~~ Series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the Company or the Guarantor and delivered to the Trustee for cancellation pursuant to Section ~~2.11~~2.10, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of such ~~series~~ Series (not previously so credited) redeemed by the Company at or the ~~option of the Company pursuant to~~ Guarantor through any optional redemption provision contained in the terms of such ~~Securities or through any optional sinking fund payment~~Series. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. On or before the ~~sixtieth~~ forty-fifth day next preceding each sinking fund payment date for any ~~series, or such shorter period as shall be acceptable to the Trustee~~Series of Securities, the Company or the Guarantor will deliver to the Trustee a written statement (which need not contain the statements required by Section 11.5) signed by an ~~Officers’ Certificate~~ Officer of the Company or the Guarantor, as the case may be, (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash in the Currency in which the Securities of such Series are payable (except as otherwise specified pursuant to Section 2.3 for the Securities of such Series and except as provided in Section 2.12(b), (d) and (e) hereof), and the portion to be satisfied by credit of ~~specified~~ Securities of such ~~series and the basis for such credit~~Series, (b) stating that none of the ~~specified~~ Securities of such ~~series~~ Series has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such ~~series~~ Series have occurred (which have not been waived or cured) and are ~~continuing and~~ continuing, (d) stating whether or not the Company or the Guarantor, as the case may be, intends to exercise its right to make an optional sinking fund payment with respect to such ~~series~~ Series and, if so, specifying the amount of such optional sinking fund payment which the Company or the Guarantor, as the case may be, intends to pay on or before the next succeeding sinking fund payment date and (e) specifying such sinking fund payment date. Any Securities of such ~~series~~ Series to be credited and required to be delivered to the Trustee in order for the Company or the Guarantor, as the case may be, to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section ~~2.11~~ 2.10 to the Trustee with such ~~Officers’ Certificate~~ written statement on or before said forth-fifth day (or reasonably promptly thereafter if acceptable to the Trustee). Such ~~Officers’ Certificate~~ written statement shall be irrevocable and upon its receipt by the Trustee the Company and the Guarantor shall become unconditionally obligated to make all the cash payments or ~~delivery of Securities~~ payments therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the ~~Company~~Company or the Guarantor, on or before any such ~~sixtieth~~ forty-fifth day, to deliver such ~~Officer’s Certificate~~ written statement and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the Company or the Guarantor (i) that the mandatory sinking fund payment for such ~~series~~ Series due on the next succeeding sinking fund payment date shall be paid entirely in cash (in the Currency described above) without the option to deliver or credit Securities of such ~~series~~ Series in respect thereof and (ii) that the Company or the Guarantor will make no optional sinking fund payment with respect to such ~~series~~ Series as provided in this Section. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash (in the Currency described above) on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $~~50,000~~ 100,000, or the equivalent in the Currency in which the Securities of such Series are payable (or a lesser sum if the Company or the Guarantor shall so ~~request~~ request) with respect to the Securities of any ~~series)~~particular Series, such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such ~~series~~ Series at the sinking fund redemption price ~~thereof~~ together with accrued interest ~~thereon~~ to the date fixed for redemption. If such amount shall be $~~50,000 (~~100,000, or the equivalent in the Currency in which the Securities of such ~~lesser sum)~~ Series are payable, or less and the Company or the Guarantor makes no such request then it shall be carried over until a sum in excess of $~~50,000 (~~100,000, or the equivalent in the Currency in which the Securities of such ~~lesser sum)~~ Series are payable, is available. The Trustee shall select, in the manner provided in Section ~~3.02~~12.2, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such ~~series~~ Series to absorb said cash, as nearly as may bebe possible, and shall (if requested in writing by the ~~Company~~Company or the Guarantor) inform the Company or the Guarantor of the serial numbers of the Securities of such ~~series~~ Series (or portions thereof) so selected. Securities ~~shall be excluded from eligibility for redemption under this Section if they~~ of any Series which are identified by registration and certificate number in an Officers’ Certificate ~~delivered to the Trustee~~ at least 60 days prior to the sinking fund payment date as being beneficially owned ~~of record and beneficially~~ by, and not pledged or hypothecated ~~by either (a)~~ by, the ~~Company~~ Company, the Guarantor or ~~(b)~~ an entity ~~specifically identified in such Officers’ Certificate as~~ directly or indirectly controlling or controlled by or under direct or indirect common control with the ~~Company~~Company or the Guarantor shall be excluded from Securities of such Series eligible for selection for redemption. The Company or the Guarantor (or the Trustee, in the name and at the expense of the Company (or the ~~Company~~Guarantor, if it shall so request of the Trustee in writing) shall cause notice of redemption of the Securities of such ~~series~~ Series to be given in substantially the manner provided in Section ~~3.02~~ 12.2 (and with the effect provided in Section ~~3.03~~12.3) for the redemption of Securities of such ~~series~~ Series in part at the option of the Company. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such ~~series~~ Series shall be added to the next cash sinking fund payment for such ~~series~~ Series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the ~~stated maturity~~ Stated Maturity date of the Securities of any particular ~~series~~ Series (or earlier, if such ~~maturity~~ Maturity is accelerated), which are not held for the payment or redemption of particular Securities of such ~~series~~ Series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the ~~Principal~~ principal of, and interest on, the Securities of such ~~series~~ Series at ~~maturity~~Maturity. On The Trustee shall not convert any Currency in which the Securities of such Series are payable for the purposes of such sinking fund application unless specifically requested to do so by the Company or ~~before 10:00 a.m.~~ the Guarantor, and any such conversion agreed to by the Trustee in response to such request shall be for the account and at the expense of the Company or the Guarantor and shall not affect the Company’s or the Guarantor’s obligation to pay the Holders in the Currency to which such Holder may be entitled. Not later than 11:00 a.m., New York ~~City time~~ time, on ~~each sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to~~ the sinking fund payment date, the Company or the Guarantor shall ~~pay~~ have paid to the Trustee in cash (in the Currency described in the third paragraph of this Section 12.5) or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a ~~series~~ Series with sinking fund moneys or mail or publish any notice of redemption of Securities of for such ~~series~~ Series by operation of the sinking fund during the continuance of a ~~Default~~ default in payment of interest on such Securities or of any Event of Default except that, where the mailing or publication of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the Company or the Guarantor a sum sufficient for such ~~redemption~~redemption in immediately available funds. Except as aforesaid, any moneys in the sinking fund for such ~~series~~ Series at the time when any such ~~Default or~~ Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such ~~Default or~~ Event of Default, be deemed to have been collected under Article 6 Five and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section ~~6.04~~ 5.10 or the ~~Default~~ default cured on or before the ~~sixtieth~~ forty-fifth day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.

Appears in 1 contract

Samples: Alterra Finance LLC

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of the Securities of any series is herein referred to as a “mandatory sinking fund payment”, ,” and any payment in excess of such minimum amount provided for by the terms of the Securities of any series is herein referred to as an “optional sinking fund payment”. .” The date on which a sinking fund payment is to be made is herein referred to as the “sinking fund payment date”. .” In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the ~~Company~~ Issuer may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except ~~through a~~ upon redemption pursuant to the mandatory sinking ~~fund payment~~fund) by the ~~Company~~ Issuer or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the ~~Company~~ Issuer and delivered to the Trustee for cancellation pursuant to Section ~~2.11~~2.10, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this ~~Section~~Section 12.5, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the ~~Company at the option of the Company pursuant to~~ Issuer through any optional redemption provision contained in the terms of such ~~Securities or through any optional sinking fund payment~~series. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. On or before the ~~sixtieth~~ 60th day next preceding each sinking fund payment date for any series, ~~or such shorter period as shall be acceptable to~~ the ~~Trustee, the Company~~ Issuer will deliver to the Trustee an Officers’ Certificate (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of ~~specified~~ Securities of such series and the basis for such credit, (b) stating that none of the ~~specified~~ Securities of such series to be so credited has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or ~~cured~~cured or otherwise ceased to exist) and are ~~continuing~~ continuing, and (d) stating whether or not the ~~Company~~ Issuer intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the ~~Company~~ Issuer intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the ~~Company~~ Issuer to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section ~~2.11~~ 2.10 to the Trustee with such Officers’ Certificate (or reasonably promptly thereafter if acceptable to the Trustee). Such Officers’ Certificate shall be irrevocable and upon its receipt by the Trustee the ~~Company~~ Issuer shall become unconditionally obligated to make all the cash payments or ~~delivery of Securities~~ payments therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the ~~Company~~Issuer, on or before any such ~~sixtieth~~ 60th day, to deliver such ~~Officer’s~~ Officers’ Certificate and Securities (subject to the parenthetical clause in the second preceding sentence) specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the ~~Company~~ Issuer (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect ~~thereof~~ thereof, and (ii) that the ~~Company~~ Issuer will make no optional sinking fund payment with respect to such series as provided in this ~~Section~~Section 12.5. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $~~50,000 (~~50,000, or a lesser sum if the ~~Company~~ Issuer shall so request with respect to the Securities of any particular series), such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption price ~~thereof~~ together with accrued ~~interest thereon~~ interest, if any, to the date fixed for redemption. If such amount shall be $50,000 ~~(or such lesser sum)~~ or less and the ~~Company~~ Issuer makes no such ~~request~~ request, then it shall be carried over until a sum in excess of $50,000 ~~(or such lesser sum)~~ is available. The Trustee shall select, in the manner provided in Section ~~3.02~~12.2, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the ~~Company~~Issuer) inform the ~~Company~~ Issuer of the serial numbers of the Securities of such series (or portions thereof) so selected. ~~Securities shall be excluded from eligibility for redemption under this Section if they are identified by registration and certificate number in an Officers’ Certificate delivered to~~ The Issuer, or the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) the Company or (b) an entity specifically identified in such Officers’ Certificate as directly or indirectly controlling or controlled by or under direct or indirect common control with the Company. The Trustee, in the name and at the expense of the ~~Company~~ Issuer (or if the ~~Company, if it~~ Issuer shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section ~~3.02~~ 12.2 (and with the effect provided in Section ~~3.03~~12.3) for the redemption of Securities of such series in part at the option of the ~~Company~~Issuer. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this ~~Section~~Section 12.5. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the ~~Principal~~ principal of, and ~~interest~~ interest, if any, on, the Securities of such series at maturity. On or before ~~10:00 a.m. New York City time~~ 9:00 A.M. on each ~~sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to the~~ sinking fund payment date, the ~~Company~~ Issuer shall pay to the Trustee in cash or shall otherwise provide for the payment of all ~~interest~~ interest, if any, accrued to the date fixed for redemption on Securities to be redeemed on ~~the next following~~ such sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or ~~mail~~ give any notice of redemption of Securities of for such series by operation of the sinking fund during the continuance of a ~~Default~~ default in payment of interest on such Securities or of any Event of Default with respect to such series except that, where the ~~mailing~~ giving of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the ~~Company~~ Issuer a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such ~~Default~~ default or Event of Default known to a Responsible Officer of the Trustee shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such ~~Default~~ default or Event of Default, be deemed to have been collected under Article 6 Five and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section ~~6.04~~ 5.7 or the ~~Default~~ default cured on or before the ~~sixtieth~~ 60th day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.. ARTICLE THIRTEEN

Appears in 1 contract

Samples: Senior Indenture (Hovnanian Enterprises Inc)

Mandatory and Optional Sinking Funds. The minimum amount of ------------------------------------ any sinking fund payment provided for by the terms of Securities of any ~~series~~ Series is herein referred to as a “"mandatory sinking fund payment”", and any payment in excess of such minimum amount provided for by the terms of ~~the~~ Securities of any ~~series~~ Series is herein referred to as an “"optional sinking fund payment”". The date on which a sinking fund payment is to be made is herein referred to as the “"sinking fund payment date”". In lieu of making all or any part of any mandatory sinking fund payment with respect to any ~~series~~ Series of Securities in cash, the ~~Company~~ Issuer may at its option (a) deliver to the Trustee Securities of such ~~series~~ Series theretofore purchased or otherwise acquired (except ~~through a~~ upon redemption pursuant to the mandatory sinking ~~fund payment~~fund) by the ~~Company~~ Issuer or receive credit for Securities of such ~~series~~ Series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the ~~Company~~ Issuer and delivered to the Trustee for cancellation pursuant to Section ~~2.11~~2.10, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of such ~~series~~ Series (not previously so credited) redeemed by the ~~Company at the option of the Company pursuant to~~ Issuer through any optional redemption provision contained in the terms of such ~~Securities or through any optional sinking fund payment~~Series. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. On or before the sixtieth day next preceding each sinking fund payment date for any ~~series, or such shorter period as shall be acceptable to the Trustee~~Series, the ~~Company~~ Issuer will deliver to the Trustee an ~~Officers’~~ Officer's Certificate (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of ~~specified~~ Securities of such ~~series and the basis for such credit~~Series, (b) stating that none of the ~~specified~~ Securities of such ~~series~~ Series has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such ~~series~~ Series have occurred (which have not been waived or cured) and are ~~continuing and~~ continuing, (d) stating whether or not the ~~Company~~ Issuer intends to exercise its right to make an optional sinking fund payment with respect to such ~~series~~ Series and, if so, specifying the amount of such optional sinking fund payment which the ~~Company~~ Issuer intends to pay on or before the next succeeding sinking fund payment date and (e) specifying such sinking fund payment date. Any Securities of such ~~series~~ Series to be credited and required to be delivered to the Trustee in order for the ~~Company~~ Issuer to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section ~~2.11~~ 2.10 to the Trustee with such ~~Officers’ Certificate~~ written statement (or reasonably promptly thereafter if acceptable to the Trustee). Such ~~Officers’ Certificate~~ written statement shall be irrevocable and upon its receipt by the Trustee the ~~Company~~ Issuer shall become unconditionally obligated to make all the cash payments or ~~delivery of Securities~~ payments therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the ~~Company~~Issuer, on or before any such sixtieth day, to deliver such ~~Officer’s Certificate~~ written statement and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the ~~Company~~ Issuer (i) that the mandatory sinking fund payment for such ~~series~~ Series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such ~~series~~ Series in respect thereof and (ii) that the ~~Company~~ Issuer will make no optional sinking fund payment with respect to such ~~series~~ Series as provided in this Section. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or a lesser sum if the ~~Company~~ Issuer shall so ~~request~~ request) with respect to the Securities of any ~~series)~~particular Series, such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such ~~series~~ Series at the sinking fund redemption price ~~thereof~~ together with accrued interest ~~thereon~~ to the date fixed for redemption. If such amount shall be $50,000 ~~(or such lesser sum)~~ or less and the ~~Company~~ Issuer makes no such request then it shall be carried over until a sum in excess of $50,000 ~~(or such lesser sum)~~ is available. The Trustee shall select, in the manner provided in Section ~~3.02~~12.2, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such ~~series~~ Series to absorb said cash, as nearly as may bebe possible, and shall (if requested in writing by the ~~Company~~Issuer) inform the ~~Company~~ Issuer of the serial numbers of the Securities of such ~~series~~ Series (or portions thereof) so selected. Securities ~~shall be excluded from eligibility for redemption under this Section if they~~ of any Series which are identified by registration and certificate number in an ~~Officers’~~ Officer's Certificate ~~delivered to the Trustee~~ at least 60 days prior to the sinking fund payment date as being beneficially owned ~~of record and beneficially~~ by, and not pledged or hypothecated ~~by either (a)~~ by, the ~~Company~~ Issuer or ~~(b)~~ an entity ~~specifically identified in such Officers’ Certificate as~~ directly or indirectly controlling or controlled by or under direct or indirect common control with the ~~Company~~Issuer shall be excluded from Securities of such Series eligible for selection for redemption. The Trustee, in the name and at the expense of the ~~Company~~ Issuer (or the ~~Company~~Issuer, if it shall so ~~request~~ notify the Trustee in writing) shall cause notice of redemption of the Securities of such ~~series~~ Series to be given in substantially the manner provided in Section ~~3.02~~ 12.2 (and with the effect provided in Section ~~3.03~~12.3) for the redemption of Securities of such ~~series~~ Series in part at the option of the ~~Company~~Issuer. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such ~~series~~ Series shall be added to the next cash sinking fund payment for such ~~series~~ Series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular ~~series~~ Series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such ~~series~~ Series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the ~~Principal~~ principal of, and interest on, the Securities of such ~~series~~ Series at maturity. On or before ~~10:00 a.m. New York City time on~~ each ~~sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to the~~ sinking fund payment date, the ~~Company~~ Issuer shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on ~~the next following~~ such sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a ~~series~~ Series with sinking fund moneys or mail or publish any notice of redemption of Securities of for such ~~series~~ Series by operation of the sinking fund during the continuance of a ~~Default~~ default in payment of interest on such Securities or of any Event of Default except that, where the mailing or publication of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the ~~Company~~ Issuer a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such ~~series~~ Series at the time when any such ~~Default~~ default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such ~~Default~~ default or Event of Default, be deemed to have been collected under Article 6 Five and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section 6.04 or the Default cured on or before the sixtieth day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.such

Appears in 1 contract

Samples: Indenture (Dow Chemical Co /De/)

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of Securities of any ~~series~~ Series is herein referred to as a “mandatory sinking fund payment”, ,” and any payment in excess of such minimum amount provided for by the terms of ~~the~~ Securities of any ~~series~~ Series is herein referred to as an “optional sinking fund payment”. .” The date on which a sinking fund payment is to be made is herein referred to as the “sinking fund payment date”. .” In lieu of making all or any part of any mandatory sinking fund payment with respect to any ~~series~~ Series of Securities in cash, the Company or the Guarantor may at its option (a) deliver to the Trustee Securities of such ~~series~~ Series theretofore purchased or otherwise acquired (except ~~through a~~ upon redemption pursuant to the mandatory sinking ~~fund payment~~fund) by the Company or the Guarantor or receive credit for Securities of such ~~series~~ Series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the Company or the Guarantor and delivered to the Trustee for cancellation pursuant to Section ~~2.11~~2.10, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of such ~~series~~ Series (not previously so credited) redeemed by the Company at or the ~~option of the Company pursuant to~~ Guarantor through any optional redemption provision contained in the terms of such ~~Securities or through any optional sinking fund payment~~Series. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. On or before the ~~sixtieth~~ forty-fifth day next preceding each sinking fund payment date for any ~~series, or such shorter period as shall be acceptable to the Trustee~~Series of Securities, the Company or the Guarantor will deliver to the Trustee a written statement (which need not contain the statements required by Section 11.5) signed by an ~~Officers’ Certificate~~ Officer of the Company or the Guarantor, as the case may be, (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash in the Currency in which the Securities of such Series are payable (except as otherwise specified pursuant to Section 2.3 for the Securities of such Series and except as provided in Section 2.12(b), (d) and (e) hereof), and the portion to be satisfied by credit of ~~specified~~ Securities of such ~~series and the basis for such credit~~Series, (b) stating that none of the ~~specified~~ Securities of such ~~series~~ Series has theretofore been so credited, (c) stating that no defaults in the payment of 77 interest or Events of Default with respect to such ~~series~~ Series have occurred (which have not been waived or cured) and are ~~continuing and~~ continuing, (d) stating whether or not the Company or the Guarantor, as the case may be, intends to exercise its right to make an optional sinking fund payment with respect to such ~~series~~ Series and, if so, specifying the amount of such optional sinking fund payment which the Company or the Guarantor, as the case may be, intends to pay on or before the next succeeding sinking fund payment date and (e) specifying such sinking fund payment date. Any Securities of such ~~series~~ Series to be credited and required to be delivered to the Trustee in order for the Company or the Guarantor, as the case may be, to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section ~~2.11~~ 2.10 to the Trustee with such ~~Officers’ Certificate~~ written statement on or before said forty-fifth day (or reasonably promptly thereafter if acceptable to the Trustee). Such ~~Officers’ Certificate~~ written statement shall be irrevocable and upon its receipt by the Trustee the Company and the Guarantor shall become unconditionally obligated to make all the cash payments or ~~delivery of Securities~~ payments therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the ~~Company~~Company or the Guarantor, on or before any such ~~sixtieth~~ forty-fifth day, to deliver such ~~Officer’s Certificate~~ written statement and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the Company or the Guarantor (i) that the mandatory sinking fund payment for such ~~series~~ Series due on the next succeeding sinking fund payment date shall be paid entirely in cash (in the Currency described above) without the option to deliver or credit Securities of such ~~series~~ Series in respect thereof and (ii) that the Company or the Guarantor will make no optional sinking fund payment with respect to such ~~series~~ Series as provided in this Section. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash (in the Currency described above) on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $~~50,000~~ 100,000, or the equivalent in the Currency in which the Securities of such Series are payable (or a lesser sum if the Company or the Guarantor shall so ~~request~~ request) with respect to the Securities of any ~~series)~~particular Series, such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such ~~series~~ Series at the sinking fund redemption price ~~thereof~~ together with accrued interest ~~thereon~~ to the date fixed for redemption. If such amount shall be $~~50,000 (~~100,000, or the equivalent in the Currency in which the Securities of such ~~lesser sum)~~ Series are payable, or less and the Company or the Guarantor makes no such request then it shall be carried over until a sum in excess of $~~50,000 (~~100,000, or the equivalent in the Currency in which the Securities of such ~~lesser sum)~~ Series are payable, is available. The Trustee shall select, in the manner provided in Section ~~3.02~~12.2, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such ~~series~~ Series to absorb said cash, as nearly as may bebe possible, and shall (if requested in writing by the ~~Company~~Company or the Guarantor) inform the Company or the Guarantor of the serial numbers of the Securities of such ~~series~~ Series (or portions thereof) so selected. Securities ~~shall be excluded from eligibility for redemption under this Section if they~~ of any Series which are identified by registration and certificate number in an Officers’ Certificate ~~delivered to the Trustee~~ at least 60 45 days prior to the sinking fund payment date as being beneficially owned ~~of record and beneficially~~ by, and not pledged or hypothecated ~~by either (a)~~ by, the ~~Company~~ Company, the Guarantor or ~~(b)~~ an entity ~~specifically identified in such Officers’ Certificate as~~ directly or indirectly controlling or controlled by or under direct or indirect common control with the ~~Company~~Company or the Guarantor shall be excluded from Securities of such Series eligible for selection for redemption. The Company or the Guarantor (or the Trustee, in the name and at the expense of the Company (or the ~~Company,~~ Guarantor if it shall so request of the Trustee in writing) shall cause notice of redemption of the Securities of such ~~series~~ Series to be given in substantially the manner provided in Section ~~3.02~~ 12.2 (and with the effect provided in Section ~~3.03~~12.3) for the redemption of Securities of such ~~series~~ Series in part at the option of the Company. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such ~~series~~ Series shall be added to the next cash sinking fund payment for such ~~series~~ Series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the ~~stated maturity~~ Stated Maturity date of the Securities of any particular ~~series~~ Series (or earlier, if such ~~maturity~~ Maturity is accelerated), which are not held for the payment or redemption of particular Securities of such ~~series~~ Series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the ~~Principal~~ principal of, and interest on, the Securities of such ~~series~~ Series at ~~maturity~~Maturity. On The Trustee shall not convert any Currency in which the Securities of such Series are payable for the purposes of such sinking fund application unless specifically requested to do so by the Company or ~~before~~ the Guarantor, and any such conversion agreed to by the Trustee in response to such request shall be for the account and at the expense of the Company or the Guarantor and shall not affect the Company’s or the Guarantor’s obligation to pay the Holders in the Currency to which such Holder may be entitled. Not later than 10:00 ~~a.m.~~ a.m., New York ~~City time~~ time, on ~~each sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to~~ the sinking fund payment date, the Company or the Guarantor shall ~~pay~~ have paid to the Trustee in cash (in the Currency described in the third paragraph of this Section 12.5) or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a ~~series~~ Series with sinking fund moneys or mail or publish any notice of redemption of Securities of for such ~~series~~ Series by operation of the sinking fund during the continuance of a ~~Default~~ default in payment of interest on such Securities or of any Event of Default except that, where the mailing or publication of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the Company or the Guarantor a sum sufficient for such ~~redemption~~redemption in immediately available funds. Except as aforesaid, any moneys in the sinking fund for such ~~series~~ Series at the time when any such ~~Default or~~ Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such ~~Default or~~ Event of Default, be deemed to have been collected under Article 6 Five and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section ~~6.04~~ 5.10 or the ~~Default~~ default cured on or before the ~~sixtieth~~ forty-fifth day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.

Appears in 1 contract

Samples: Senior Indenture (Markel Corp)

Appears in 1 contract

Samples: Arrow Electronics Inc

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of Debt Securities of any series is herein referred to as a “"mandatory sinking fund payment”", and any payment in excess of such minimum amount provided for by the terms of ~~the~~ Debt Securities of any series is herein referred to as an “"optional sinking fund payment”". The date on which a sinking fund payment is to be made is herein referred to as the “"sinking fund payment date”". In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Debt Securities in cash, the ~~Company~~ Issuer may at its option (a) deliver to the Trustee Debt Securities of such series theretofore purchased or otherwise acquired (except ~~through a~~ upon redemption pursuant to the mandatory sinking ~~fund payment~~fund) by the ~~Company~~ Issuer or receive credit for Debt Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the ~~Company~~ Issuer and delivered to the Trustee for cancellation pursuant to Section ~~2.11~~2.10, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Debt Securities of such series (not previously so credited) redeemed by the ~~Company at the option of the Company pursuant to~~ Issuer through any optional redemption provision contained in the terms of such series, or (d) receive credit for Debt Securities which have been converted or ~~through any optional sinking fund payment~~exchanged. Debt Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Debt Securities. On or before the ~~sixtieth~~ forty-fifth day next preceding each sinking fund payment date for any series, ~~or such shorter period as shall be acceptable to~~ the ~~Trustee, the Company~~ Issuer will deliver to the Trustee a written statement (which need not contain the statements required by Section 11.05) signed by an ~~Officers’ Certificate~~ authorized officer of the Issuer (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of ~~specified~~ Debt Securities of such ~~series and the basis for such credit~~series, (b) stating that none of the ~~specified~~ Debt Securities of such series has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing and (d) stating whether or not the ~~Company~~ Issuer intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the ~~Company~~ Issuer intends to pay on or before the next succeeding sinking fund payment date. ~~Any~~ With respect to any sinking fund payment date, any Debt Securities of such series to be credited and required to be delivered to the Trustee in order for the ~~Company~~ Issuer to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section ~~2.11~~ 2.10 to the Trustee ~~with~~ on or prior to the thirty-fifth day preceding such ~~Officers’ Certificate~~ sinking fund payment date (or reasonably promptly thereafter if acceptable to the Trustee). Such Officers’ Certificate shall be irrevocable and upon its receipt by the Trustee the Company shall become unconditionally obligated to make all the cash payments or delivery of Securities therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the ~~Company~~Issuer, on or before any such ~~sixtieth~~ thirty-fifth day, to deliver any such ~~Officer’s Certificate and~~ Debt Securities ~~specified in this paragraph, if any,~~ shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the ~~Company~~ Issuer, and the Issuer shall become unconditionally obligated, to pay in cash on the next succeeding sinking fund payment date that portion of the mandatory sinking fund payment due on such date that would have been satisfied by the delivery of such Debt Securities. Such written statement shall, except as provided in the next preceding paragraph, be irrevocable and upon its receipt by the Trustee the Issuer shall become unconditionally obligated to make all the cash payments therein referred to, if any, on the next succeeding sinking fund payment date. Failure of the Issuer, on or before any such forty-fifth day, to deliver such written statement shall not constitute a default but shall constitute, in and as of such date, the irrevocable election of the Issuer (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Debt Securities of such series in respect thereof and (ii) that the ~~Company~~ Issuer will make no optional sinking fund 104 payment with respect to such series as provided in this Section. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or a lesser sum if the ~~Company~~ Issuer shall so ~~request~~ request) with respect to the Debt Securities of any particular series), such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Debt Securities of such series at the sinking fund redemption price ~~thereof~~ together with accrued interest ~~thereon~~ to the date fixed for redemption. If such amount shall be $50,000 ~~(or such lesser sum)~~ or less and the ~~Company~~ Issuer makes no such request then it shall be carried over until a sum in excess of $50,000 ~~(or such lesser sum)~~ is available. The Trustee shall select, in the manner provided in Section ~~3.02~~12.02, for redemption on such sinking fund payment date a sufficient principal amount of Debt Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the ~~Company~~Issuer) inform the ~~Company~~ Issuer of the serial numbers of the Debt Securities of such series (or portions thereof) so selected. Debt Securities ~~shall be excluded from eligibility for redemption under this Section if they~~ of any series which are identified by registration and certificate number in an Officers’ Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) owned by the ~~Company~~ Issuer or ~~(b)~~ an entity ~~specifically identified in such Officers’ Certificate as~~ known by the Trustee to be directly or indirectly controlling or controlled by or under direct or indirect common control with the ~~Company~~Issuer, as shown by the Debt Security register, and not known to the Trustee to have been pledged or hypothecated by the Issuer or any such entity or (b) identified in an Officers' Certificate at least 30 days prior to the sinking fund payment date as being beneficially owned by, and not pledged or hypothecated by, the Issuer or an entity directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer shall be excluded from Debt Securities of such series eligible for selection for redemption. The Trustee, in the name and at the expense of the ~~Company~~ Issuer (or the ~~Company~~Issuer, if it shall so request the Trustee in writing) shall cause notice of redemption of the Debt Securities of such series to be 105 given in substantially the manner provided in Section ~~3.02~~ 12.02 (and with the effect provided in Section ~~3.03~~12.03) for the redemption of Debt Securities of such series in part at the option of the ~~Company~~Issuer. The amount of any sinking fund payments not so applied or allocated to the redemption of Debt Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund ~~moneys~~ monies held on the stated maturity date of the Debt Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Debt Securities of such series shall be applied, together with other ~~moneys~~monies, if necessary, sufficient for the purpose, to the payment of the ~~Principal~~ principal of, and interest on, the Debt Securities of such series at maturity. On ~~or before 10:00 a.m. New York City time on~~ each ~~sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to the~~ sinking fund payment date, the ~~Company~~ Issuer shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to ~~the~~ such sinking fund payment date ~~fixed for redemption~~ on Debt Securities to be redeemed on ~~the next following~~ such sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Debt Securities of a series with sinking fund ~~moneys~~ monies or mail any notice of redemption of Debt Securities of for such series by operation of the sinking fund during the continuance of a ~~Default~~ default in payment of interest on such Debt Securities or of any Event of Default except that, where the mailing of notice of redemption of any Debt Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Debt Securities, provided that it shall have received from the ~~Company~~ Issuer a sum sufficient for such redemption. Except as aforesaid, any ~~moneys~~ monies in the sinking fund for such series at the time when any such ~~Default~~ default or Event of Default shall occur, and any ~~moneys~~ monies thereafter paid into the sinking fund, shall, during the continuance of such ~~Default~~ default or Event of Default, be deemed 106 to have been collected under Article 6 Five and held for the payment of all such Debt Securities. In case such Event of Default shall have been waived as provided in Section ~~6.04~~ 5.10 or the ~~Default~~ default cured on or before the ~~sixtieth~~ forty-fifth day preceding the sinking fund payment date in any year, such ~~moneys~~ monies shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Debt Securities.

Appears in 1 contract

Samples: Trust Indenture (Financial Security Assurance Holdings LTD/Ny/)

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “"mandatory sinking fund payment”", and any payment in excess of such minimum amount provided for by the terms of ~~the~~ Securities of any series is herein referred to as an “"optional sinking fund payment”". The date on which a sinking fund payment is to be made is herein referred to as the “"sinking fund payment date”". In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the ~~Company~~ Issuer may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except ~~through a~~ upon redemption pursuant to the mandatory sinking ~~fund payment~~fund) by the ~~Company~~ Issuer or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the ~~Company~~ Issuer and delivered to the Trustee for cancellation pursuant to Section ~~2.11~~2.10, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the ~~Company at the option of the Company pursuant to~~ Issuer through any optional redemption provision contained in the terms of such ~~Securities or through any optional sinking fund payment~~series. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. On or before the sixtieth day next preceding each sinking fund payment date for any series, ~~or such shorter period as shall be acceptable to~~ the ~~Trustee, the Company~~ Issuer will deliver to the Trustee a written statement (which need not contain the statements required by Section 11.5) signed by an ~~Officers’ Certificate~~ authorized officer of the Issuer (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of ~~specified~~ Securities of such ~~series and the basis for such credit~~series, (b) stating that none of the ~~specified~~ Securities of such series has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing and (d) stating whether or not the ~~Company~~ Issuer intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the ~~Company~~ Issuer intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the ~~Company~~ Issuer to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section ~~2.11~~ 2.10 to the Trustee with such ~~Officers’ Certificate~~ written statement (or reasonably promptly thereafter if acceptable to the Trustee). Such ~~Officers’ Certificate~~ written statement shall be irrevocable and upon its ~~receipt by~~ delivery the ~~Trustee the Company~~ Issuer shall become unconditionally obligated to make all the cash payments or ~~delivery of Securities~~ payments therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the ~~Company~~Issuer, on or before any such sixtieth day, to deliver such ~~Officer’s Certificate~~ written statement and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the ~~Company~~ Issuer (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (ii) that the ~~Company~~ Issuer will make no optional sinking fund payment with respect to such series as provided in this Section. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or a lesser sum if the ~~Company~~ Issuer shall so ~~request~~ request) with respect to the Securities of any particular series), such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption price ~~thereof~~ together with accrued interest ~~thereon~~ to the date fixed for redemption. If such amount shall be $50,000 ~~(or such lesser sum)~~ or less and the ~~Company~~ Issuer makes no such request then it shall be carried over until a sum in excess of $50,000 ~~(or such lesser sum)~~ is available. The Trustee shall select, in the manner provided in Section ~~3.02~~12.2, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the ~~Company~~Issuer) inform the ~~Company~~ Issuer of the serial numbers of the Securities of such series (or portions thereof) so selected. Securities ~~shall be excluded from eligibility for redemption under this Section if they~~ of any series which are identified by registration and certificate number in an Officers’ Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) owned by the ~~Company~~ Issuer or ~~(b)~~ an entity ~~specifically identified in such Officers’ Certificate as~~ known by the Trustee to be directly or indirectly controlling or controlled by or under direct or indirect common control with the ~~Company~~Issuer, as shown by the Security register, and not known to the Trustee to have been pledged or hypothecated by the Issuer or any such entity or (b) identified in an Officers' Certificate at least 60 days prior to the sinking fund payment date as being beneficially owned by, and not pledged or hypothecated by, the Issuer or an entity directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer shall be excluded from Securities of such series eligible for selection for redemption. The Trustee, in the name and at the expense of the ~~Company~~ Issuer (or the ~~Company~~Issuer, if it shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section ~~3.02~~ 12.2 (and with the effect provided in Section ~~3.03~~12.3) for the redemption of Securities of such series in part at the option of the ~~Company~~Issuer. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the ~~Principal~~ principal of, and interest on, the Securities of such series at maturity. ~~On or before 10:00 a.m. New York City time on each sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the~~ At least one Business Day ~~prior to the~~ before each sinking fund payment date, the ~~Company~~ Issuer shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or mail any notice of redemption of Securities of for such series by operation of the sinking fund during the continuance of a ~~Default~~ default in payment of interest on such Securities or of any Event of Default except that, where the mailing of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the ~~Company~~ Issuer a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such ~~Default~~ default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such ~~Default~~ default or Event of Default, be deemed to have been collected under Article 6 Five and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section ~~6.04~~ 5.10 or the ~~Default~~ default cured on or before the sixtieth day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.

Appears in 1 contract

Samples: J P Morgan Chase & Co

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of Securities of any ~~series~~ Series is herein referred to as a “"mandatory sinking fund payment”", and any payment in excess of such minimum amount provided for by the terms of ~~the~~ Securities of any ~~series~~ Series is herein referred to as an “"optional sinking fund payment”". The date on which a sinking fund payment is to be made is herein referred to as the “"sinking fund payment date”". In lieu of making all or any part of any mandatory sinking fund payment with respect to any ~~series~~ Series of Securities in cash, the Company may at its option (a) deliver to the Trustee Securities of such ~~series~~ Series (together with the unmatured Coupons, if any, appertaining thereto) theretofore purchased or otherwise acquired (except ~~through a~~ upon redemption pursuant to the mandatory sinking ~~fund payment~~fund) by the Company or receive credit for Securities of such ~~series~~ Series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the Company and delivered to the Trustee for cancellation pursuant to Section ~~2.11~~2.10, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of such ~~series~~ Series (not previously so credited) redeemed by the Company ~~at the option of the Company pursuant to~~ through any optional redemption provision contained in the terms of such ~~Securities or through any optional sinking fund payment~~Series. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. On or before the sixtieth day next preceding each sinking fund payment date for any ~~series, or such shorter period as shall be acceptable to the Trustee~~Series of Securities, the Company will deliver to the Trustee a written statement (which need not contain the statements required by Section 11.7) signed by an ~~Officers’ Certificate~~ authorized officer of the Company (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash in the currency or currency unit in which the Securities of such Series and Coupons, if any, appertaining thereto are payable (except as otherwise specified pursuant to Section 2.3 for the Securities of such Series and except as provided in Section 2.12(b), (e) and (f) hereof), and the portion to be satisfied by credit of ~~specified~~ Securities of such ~~series and the basis for such credit~~Series, (b) stating that none of the ~~specified~~ Securities of such ~~series~~ Series has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such ~~series~~ Series have occurred (which have not been waived or cured) and are ~~continuing and~~ continuing, (d) stating whether or not the Company intends to exercise its right to make an optional sinking fund payment with respect to such ~~series~~ Series and, if so, specifying the amount of such optional sinking fund payment which the Company intends to pay on or before the next succeeding sinking fund payment date and (e) specifying such sinking fund payment date. Any Securities of such ~~series~~ Series to be credited and required to be delivered to the Trustee in order for the Company to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section ~~2.11~~ 2.10 to the Trustee with such ~~Officers’ Certificate~~ written statement (or reasonably promptly thereafter if acceptable to the Trustee). Such ~~Officers’ Certificate~~ written statement shall be irrevocable and upon its receipt by the Trustee the Company shall become unconditionally obligated to make all the cash payments or ~~delivery of Securities~~ payments therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the Company, on or before any such sixtieth day, to deliver such ~~Officer’s Certificate~~ written statement and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the Company (i) that the mandatory sinking fund payment for such ~~series~~ Series due on the next succeeding sinking fund payment date shall be paid entirely in cash (in the currency or currency unit described above) without the option to deliver or credit Securities of such ~~series~~ Series in respect thereof and (ii) that the Company will make no optional sinking fund payment with respect to such ~~series~~ Series as provided in this Section. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash (in the currency or currency unit described above) on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $~~50,000~~ 100,000, or the equivalent in the currency or currency unit in which the Securities of such Series are payable (or a lesser sum if the Company shall so ~~request~~ request) with respect to the Securities of any ~~series)~~particular Series, such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such ~~series~~ Series at the sinking fund redemption price ~~thereof~~ together with accrued interest ~~thereon~~ to the date fixed for redemption. If such amount shall be $~~50,000 (~~100,000, or the equivalent in the currency or currency unit in which the Securities of such ~~lesser sum)~~ Series are payable, or less and the Company makes no such request then it shall be carried over until a sum in excess of $~~50,000 (~~100,000, or the equivalent in the currency or currency unit in which the Securities of such ~~lesser sum)~~ Series are payable, is available. The Trustee shall select, in the manner provided in Section ~~3.02~~12.2, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such ~~series~~ Series to absorb said cash, as nearly as may bebe possible, and shall (if requested in writing by the Company) inform the Company of the serial numbers of the Securities of such ~~series~~ Series (or portions thereof) so selected. Securities ~~shall be excluded from eligibility for redemption under this Section if they~~ of any Series which are identified by registration and certificate number in an Officers’ ' Certificate ~~delivered to the Trustee~~ at least 60 days prior to the sinking fund payment date as being beneficially owned ~~of record and beneficially~~ by, and not pledged or hypothecated ~~by either (a)~~ by, the Company or ~~(b)~~ an entity ~~specifically identified in such Officers’ Certificate as~~ directly or indirectly controlling or controlled by or under direct or indirect common control with the ~~Company~~Company shall be excluded from Securities of such Series eligible for selection for redemption. The Trustee, in the name and at the expense of the Company (or the Company, if it shall so ~~request~~ notify the Trustee in writing) shall cause notice of redemption of the Securities of such ~~series~~ Series to be given in substantially the manner provided in Section ~~3.02~~ 12.2 (and with the effect provided in Section ~~3.03~~12.3) for the redemption of Securities of such ~~series~~ Series in part at the option of the Company. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such ~~series~~ Series shall be added to the next cash sinking fund payment for such ~~series~~ Series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular ~~series~~ Series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such ~~series~~ Series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the ~~Principal~~ principal of, and interest on, the Securities of such ~~series~~ Series at maturity. On The Trustee shall not convert any currency or ~~before 10:00 a.m. New York City time on each~~ currency unit in which the Securities of such Series are payable for the purposes of such sinking fund ~~payment date or~~application unless specifically requested to do so by the Company, and any such conversion agreed to by the Trustee in response to such request shall be for the account and at the expense of the Company and shall not affect the Company's obligation to pay the Holders in the ~~case of Unregistered Securities~~currency or currency unit to which such Holder may be entitled. Not later than 9:00 a.m., ~~10:00 a.m. New York City time~~ Chicago time, on ~~the Business Day prior to~~ the sinking fund payment date, the Company shall ~~pay~~ have paid to the Trustee in cash (in the currency or currency unit described in the third paragraph of this Section 12.5) or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a ~~series~~ Series with sinking fund moneys or mail or publish any notice of redemption of Securities of for such ~~series~~ Series by operation of the sinking fund during the continuance of a ~~Default~~ default in payment of interest on such Securities or of any Event of Default except that, where the mailing or publication of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the Company a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such ~~series~~ Series at the time when any such ~~Default~~ default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such ~~Default~~ default or Event of Default, be deemed to have been collected under Article 6 Five and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section ~~6.04~~ 5.10 or the ~~Default~~ default cured on or before the sixtieth day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.

Appears in 1 contract

Samples: Indenture (Joy Global Inc)

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “"mandatory sinking fund payment”", and any payment in excess of such minimum amount provided for by the terms of ~~the~~ Securities of any series is herein referred to as an “"optional sinking fund payment”". The date on which a sinking fund payment is to be made is herein referred to as the “"sinking fund payment date”". In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the ~~Company~~ Issuer may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except ~~through a~~ upon redemption pursuant to the mandatory sinking ~~fund payment~~fund) by the ~~Company~~ Issuer or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the ~~Company~~ Issuer and delivered to the Trustee for cancellation pursuant to Section ~~2.11~~2.7, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the ~~Company at the option of the Company pursuant to~~ Issuer through any optional redemption provision contained in the terms of such ~~Securities or through any optional sinking fund payment~~series. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. On or before the sixtieth day next preceding each sinking fund payment date for any series, ~~or such shorter period as shall be acceptable to~~ the ~~Trustee, the Company~~ Issuer will deliver to the Trustee a written statement (which need not contain the statements required by Section 11.5) signed by an ~~Officers’ Certificate~~ authorized officer of the Issuer (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of ~~specified~~ Securities of such ~~series and the basis for such credit~~series, (b) stating that none of the ~~specified~~ Securities of such series has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing and (d) stating whether or not the ~~Company~~ Issuer intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the ~~Company~~ Issuer intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the ~~Company~~ Issuer to be entitled to credit ~~therefor~~ therefore as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section ~~2.11~~ 2.10 to the Trustee with such ~~Officers’ Certificate~~ written statement (or reasonably promptly thereafter if acceptable to the Trustee). Such ~~Officers’ Certificate~~ written statement shall be irrevocable and upon its receipt by the Trustee the ~~Company~~ Issuer shall become unconditionally obligated to make all the cash payments or ~~delivery of Securities~~ payments therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the ~~Company~~Issuer, on or before any such sixtieth day, to deliver such ~~Officer’s Certificate~~ written statement and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the ~~Company~~ Issuer (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (ii) that the ~~Company~~ Issuer will make no optional sinking fund payment with respect to such series as provided in this Section. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or a lesser sum if the ~~Company~~ Issuer shall so ~~request~~ request) with respect to the Securities of any particular series), such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption price ~~thereof~~ together with accrued interest ~~thereon~~ to the date fixed for redemption. If such amount shall be $50,000 ~~(or such lesser sum)~~ or less and the ~~Company~~ Issuer makes no such ~~request~~ request, then it shall be carried over until a sum in excess of $50,000 ~~(or such lesser sum)~~ is available. The Trustee shall select, in the manner provided in Section ~~3.02~~12.2, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the ~~Company~~Issuer) inform the ~~Company~~ Issuer of the serial numbers of the Securities of such series (or ~~portions~~ potions thereof) so selected. Securities ~~shall be excluded from eligibility for redemption under this Section if they~~ of any series which are identified by registration and certificate number in an Officers’ Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) owned by the ~~Company~~ Issuer 91 or ~~(b)~~ an entity ~~specifically identified in such Officers’ Certificate as~~ known by the Trustee to be directly or indirectly controlling or controlled by or under direct or indirect common control with the ~~Company~~Issuer, as shown by the Security register, and not know to the Trustee to have been pledged or hypothecated by the Issuer or any such entity or (b) identified in an Officers' Certificate at least 60 days prior to the sinking fund payment date as being beneficially owned by, and not pledged or hypothecated by, the Issuer or an entity directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer shall be excluded from Securities of such series eligible for selection for redemption. The Trustee, in the name and at the expense of the ~~Company~~ Issuer (or the ~~Company~~Issuer, if it shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section ~~3.02~~ 12.2 (and with the effect provided in Section ~~3.03~~12.3) for the redemption of Securities of such series in part at the option of the ~~Company~~Issuer. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the ~~Principal~~ principal of, and interest on, the Securities of such series at maturity. On ~~or before 10:00 a.m. New York City time on~~ each ~~sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to the~~ sinking fund payment date, the ~~Company~~ Issuer shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or ~~mail~~ provide any notice of redemption of Securities of for such series by operation of the sinking fund during the continuance of a ~~Default~~ default in payment of interest on such Securities or of any Event of Default except that, where the mailing or publication of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the ~~Company~~ Issuer a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such ~~Default~~ default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such ~~Default~~ default or Event of Default, be deemed to have been collected under Article 6 Five and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section ~~6.04~~ 5.10 or the ~~Default~~ default cured on or before the sixtieth day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.

Appears in 1 contract

Samples: Indenture (Progressive Corp/Oh/)

Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of Securities of any ~~series~~ Series is herein referred to as a “"mandatory sinking fund payment”", and any payment in excess of such minimum amount provided for by the terms of ~~the~~ Securities of any ~~series~~ Series is herein referred to as an “"optional sinking fund payment”". The date on which a sinking fund payment is to be made is herein referred to as the “"sinking fund payment date”". In lieu of making all or any part of any mandatory sinking fund payment with respect to any ~~series~~ Series of Securities in cash, the Company may at its option (a) deliver to the Trustee Securities of such ~~series~~ Series theretofore purchased or otherwise acquired (except ~~through a~~ upon redemption pursuant to the mandatory sinking ~~fund payment~~fund) by the Company or receive credit for Securities of such ~~series~~ Series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the Company and delivered to the Trustee for cancellation pursuant to Section ~~2.11~~2.10, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of such ~~series~~ Series (not previously so credited) redeemed by the Company ~~at the option of the Company pursuant to~~ through any optional redemption provision contained in the terms of such ~~Securities or through any optional sinking fund payment~~Series. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. On or before the sixtieth day next preceding each sinking fund payment date for any ~~series, or such shorter period as shall be acceptable to the Trustee~~Series, the Company will deliver to the Trustee an ~~Officers’~~ Officer's Certificate (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of ~~specified~~ Securities of such ~~series and the basis for such credit~~Series, (b) stating that none of the ~~specified~~ Securities of such ~~series~~ Series has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such ~~series~~ Series have occurred (which have not been waived or cured) and are ~~continuing and~~ continuing, (d) stating whether or not the Company intends to exercise its right to make an optional sinking fund payment with respect to such ~~series~~ Series and, if so, specifying the amount of such optional sinking fund payment which the Company intends to pay on or before the next succeeding sinking fund payment date and (e) specifying such sinking fund payment date. Any Securities of such ~~series~~ Series to be credited and required to be delivered to the Trustee in order for the Company to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section ~~2.11~~ 2.10 to the Trustee with such ~~Officers’ Certificate~~ written statement (or reasonably promptly thereafter if acceptable to the Trustee). Such ~~Officers’ Certificate~~ written statement shall be irrevocable and upon its receipt by the Trustee the Company shall become unconditionally obligated to make all the cash payments or ~~delivery of Securities~~ payments therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the Company, on or before any such sixtieth day, to deliver such ~~Officer’s Certificate~~ written statement and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the Company (i) that the mandatory sinking fund payment for such ~~series~~ Series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such ~~series~~ Series in respect thereof and (ii) that the Company will make no optional sinking fund payment with respect to such ~~series~~ Series as provided in this Section. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or a lesser sum if the Company shall so ~~request~~ request) with respect to the Securities of any ~~series)~~particular Series, such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such ~~series~~ Series at the sinking fund redemption price ~~thereof~~ together with accrued interest ~~thereon~~ to the date fixed for redemption. If such amount shall be $50,000 ~~(or such lesser sum)~~ or less and the Company makes no such request then it shall be carried over until a sum in excess of $50,000 ~~(or such lesser sum)~~ is available. The Trustee shall select, in the manner provided in Section ~~3.02~~13.2, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such ~~series~~ Series to absorb said cash, as nearly as may bebe possible, and shall (if requested in writing by the Company) inform the Company of the serial numbers of the Securities of such ~~series~~ Series (or portions thereof) so selected. Securities ~~shall be excluded from eligibility for redemption under this Section if they~~ of any Series which are identified by registration and certificate number in an ~~Officers’~~ Officer's Certificate ~~delivered to the Trustee~~ at least 60 days prior to the sinking fund payment date as being beneficially owned ~~of record and beneficially~~ by, and not pledged or hypothecated ~~by either (a)~~ by, the Company or ~~(b)~~ an entity ~~specifically identified in such Officers’ Certificate as~~ directly or indirectly controlling or controlled by or under direct or indirect common control with the ~~Company~~Company shall be excluded from Securities of such Series eligible for selection for redemption. The Trustee, in the name and at the expense of the Company (or the Company, if it shall so ~~request~~ notify the Trustee in writing) shall cause notice of redemption of the Securities of such ~~series~~ Series to be given in substantially the manner provided in Section ~~3.02~~ 13.2 (and with the effect provided in Section ~~3.03~~13.3) for the redemption of Securities of such ~~series~~ Series in part at the option of the Company. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such ~~series~~ Series shall be added to the next cash sinking fund payment for such ~~series~~ Series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular ~~series~~ Series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such ~~series~~ Series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the ~~Principal~~ principal of, and interest on, the Securities of such ~~series~~ Series at maturity. On or before ~~10:00 a.m. New York City time on~~ each ~~sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to the~~ sinking fund payment date, the Company shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on ~~the next following~~ such sinking fund payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a ~~series~~ Series with sinking fund moneys or mail or publish any notice of redemption of Securities of for such ~~series~~ Series by operation of the sinking fund during the continuance of a ~~Default~~ default in payment of interest on such Securities or of any Event of Default except that, where the mailing or publication of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the Company a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such ~~series~~ Series at the time when any such ~~Default~~ default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such ~~Default~~ default or Event of Default, be deemed to have been collected under Article 6 Five and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section ~~6.04~~ 5.10 or the ~~Default~~ default cured on or before the sixtieth day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.

Appears in 1 contract

Samples: Cna Financial Corp

Common use of Mandatory and Optional Sinking Funds Clause in Contracts