Optional Redemption of the Notes. (a) At any time prior to April 15, 2020, the Issuer may, at its option and on one or more occasions, redeem all or a part of the Notes, upon notice as described in Section 3.03 of the Base Indenture, at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but excluding, the Redemption Date, subject to the rights of Holders of the Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Date. (b) On and after April 15, 2020, the Issuer may, at its option and on one or more occasions, redeem the Notes, in whole or in part, upon notice as described in Section 3.03 of the Base Indenture, at the Redemption Prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in this Section 2(b), plus accrued and unpaid interest thereon, if any, to, but excluding, the Redemption Date, subject to the right of Holders of the Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Date, if redeemed during the twelve-month period beginning on April 15 of each of the years indicated below: 2020 102.500 % 2021 101.250 % 2022 and thereafter 100.000 % (c) At any time prior to April 15, 2020, the Issuer may, at its option, upon notice as described in Section 3.03 of the Base Indenture, on one or more occasions redeem up to 40% of the aggregate principal amount of Notes (including Additional Notes) issued under the Indenture at a Redemption Price (as calculated by the Issuer) equal to (i) 105.000% of the aggregate principal amount thereof (the “Equity Claw Redemption Amount”), with an amount equal to or less than the net cash proceeds from one or more Equity Offerings to the extent such net cash proceeds are received by or contributed to the Issuer, plus (ii) accrued and unpaid interest thereon, if any, to, but excluding the Redemption Date, subject to the right of Holders of the Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Date; provided that (a) at least 50% of the sum of the aggregate principal amount of Initial Notes (and, for the avoidance of doubt, excluding any Additional Notes) remains outstanding immediately after the occurrence of each such redemption and (b) each such redemption occurs within 180 days of the date of closing of such Equity Offering. (d) In connection with any tender offer for the Notes, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Issuer, or any third party approved in writing by the Issuer making such tender offer in lieu of the Issuer, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase date, to redeem (with respect to the Issuer) or purchase (with respect to a third party) all Notes that remain outstanding following such purchase at a price equal to the price paid to each other Holder in such tender offer (which may be less than par and shall exclude any early tender premium or any similar premium and any accrued and unpaid interest paid to any holder in such tender offer) plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Redemption Date or purchase date, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Date or purchase date. (e) A notice of redemption need not set forth the exact Redemption Price but only the manner of calculation thereof. Any redemption pursuant to this Section 2 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Base Indenture, to the extent not conflicting with this Section 2.
Appears in 1 contract
Optional Redemption of the Notes. (ai) At The Notes are subject to redemption, at the option of the Issuer, in whole or from time to time in part, at any time prior to April 15on or after March 1, 2020, 2020 at the Issuer may, at its option and on one or more occasions, redeem all or a part of the Notes, upon notice Redemption Prices (expressed as described in Section 3.03 of the Base Indenture, at a Redemption Price equal to 100% percentages of the principal amount of the Notes to be redeemed redeemed) set forth below, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but excludingnot including, the Redemption Date, redemption date (subject to the rights right of Holders of the Notes record on the relevant Record Date regular record date to receive interest due on the relevant Interest Payment Date falling an interest payment date that is on or prior to the Redemption Date.redemption date), if redeemed during the 12-month period beginning on March 1 of the years indicated below: 2020 102.688 % 2021 101.792 % 2022 100.896 % 2023 and thereafter 100.000 %
(bii) On and after April 15Prior to March 1, 20202018, the Issuer maymay from time to time, at its option and on with the net cash proceeds of one or more occasionsQualified Equity Offerings, redeem the Notes, in whole or in part, upon notice as described in Section 3.03 up to 35% of the Base Indenture, at the Redemption Prices (expressed as percentages of aggregate principal amount of the then outstanding Notes (including Additional Notes) at a Redemption Price equal to be redeemed) set forth in this Section 2(b)105.375% of the principal amount thereof, plus together with accrued and unpaid interest thereon, if any, to, to but excludingnot including, the Redemption Date, date of redemption (subject to the right of Holders of the Notes record on the relevant Record Date regular record date to receive interest due on the relevant Interest Payment Date falling an interest payment date that is on or prior to the Redemption Date, if redeemed during the twelve-month period beginning on April 15 of each of the years indicated below: 2020 102.500 % 2021 101.250 % 2022 and thereafter 100.000 %
(c) At any time prior to April 15, 2020, the Issuer may, redemption date); provided that at its option, upon notice as described in Section 3.03 of the Base Indenture, on one or more occasions redeem up to 40least 65% of the aggregate principal amount of Notes then outstanding (including Additional Notes) issued under the Indenture at a Redemption Price (as calculated by the Issuer) equal to (i) 105.000% of the aggregate principal amount thereof (the “Equity Claw Redemption Amount”), with an amount equal to or less than the net cash proceeds from one or more Equity Offerings to the extent such net cash proceeds are received by or contributed to the Issuer, plus (ii) accrued and unpaid interest thereon, if any, to, but excluding the Redemption Date, subject to the right of Holders of the Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Date; provided that (a) at least 50% of the sum of the aggregate principal amount of Initial Notes (and, for the avoidance of doubt, excluding any Additional Notes) remains outstanding immediately after the occurrence of each any such redemption (excluding Notes held by the Company or its Subsidiaries) and (b) each that any such redemption occurs within 180 90 days of following the date of closing of any such Qualified Equity Offering.
(diii) In connection with At any tender offer for time or from time to time prior to March 1, 2020, the NotesNotes may also be redeemed in whole or in part, if Holders at the Company’s option, at the Redemption Price equal to 100% of not less than 90% in aggregate the principal amount of thereof plus the outstanding Notes validly tender Applicable Premium as of, and do not withdraw such Notes in such tender offer and the Issuer, or any third party approved in writing by the Issuer making such tender offer in lieu of the Issuer, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase date, to redeem (with respect to the Issuer) or purchase (with respect to a third party) all Notes that remain outstanding following such purchase at a price equal to the price paid to each other Holder in such tender offer (which may be less than par and shall exclude any early tender premium or any similar premium and any accrued and unpaid interest paid to any holder in such tender offer) plus, to the extent not included in the tender offer payment, accrued and but unpaid interest, if any, thereon, to, but excludingnot including, the Redemption Date date of redemption or purchase date, (subject to the right of Holders of the Notes of record on the relevant Record Date regular record date to receive interest due on the relevant Interest Payment Date falling an interest payment date that is on or prior to the Redemption Date or purchase redemption date).
(e) A notice of redemption need not set forth the exact Redemption Price but only the manner of calculation thereof. Any redemption pursuant to this Section 2 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Base Indenture, to the extent not conflicting with this Section 2.
Appears in 1 contract
Sources: Indenture (Oshkosh Corp)
Optional Redemption of the Notes. (a) Other than as set forth in this Section 3.02, the Notes shall not be redeemable by the Company prior to maturity.
(b) At any time prior to April February 15, 20202024, the Issuer mayCompany may redeem the Notes in whole or in part, at its option and on one or more occasions, redeem all or a part of the Notesoption, upon notice as described in pursuant to Section 3.03 of the Base Indenture3.05, at a Redemption Price redemption price equal to 100% of the principal amount of the such Notes to be redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but excluding, the Redemption Date, subject to the rights of Holders of the Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Dateredemption date.
(bc) On At any time and after April from time to time prior to February 15, 20202024, the Issuer may, Company may redeem Notes with the net cash proceeds received by the Company from any Equity Offering at its option and on one or more occasions, redeem the Notes, in whole or in part, upon notice as described in Section 3.03 a redemption price equal to 103.000% of the Base Indenture, at the Redemption Prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in this Section 2(b)such Notes, plus accrued and unpaid interest thereoninterest, if any, to, but excluding, the Redemption Dateredemption date, subject in an aggregate principal amount for all such redemptions not to exceed 40% of the right of Holders aggregate principal amount of the Notes issued under the Indenture on the relevant Record Issue Date (together with Additional Notes); provided that
(1) in each case the redemption takes place not later than 180 days after the closing of the related Equity Offering, and
(2) not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under the Indenture remains outstanding immediately thereafter (including Additional Notes but excluding Notes held by the Company or any of its Subsidiaries), unless all such Notes are redeemed substantially concurrently.
(d) At any time and from time to receive interest due time on or after February 15, 2024, the Company may redeem the Notes in whole or in part, upon notice pursuant to Section 3.05, at a redemption price equal to the percentage of principal amount set forth below plus accrued and unpaid interest, if any, on the relevant Interest Payment Date falling on or prior to Notes redeemed, to, but excluding, the Redemption Dateapplicable redemption date, if redeemed during the twelve-month period beginning on April February 15 of each of the years year indicated below: 2020 102.500 2024 101.500 % 2021 101.250 2025 100.750 % 2022 2026 and thereafter 100.000 %
(ce) At any time prior to April 15Notwithstanding the foregoing, 2020, the Issuer may, at its option, upon notice as described in Section 3.03 of the Base Indenture, on one or more occasions redeem up to 40% of the aggregate principal amount of Notes (including Additional Notes) issued under the Indenture at a Redemption Price (as calculated by the Issuer) equal to (i) 105.000% of the aggregate principal amount thereof (the “Equity Claw Redemption Amount”), with an amount equal to or less than the net cash proceeds from one or more Equity Offerings to the extent such net cash proceeds are received by or contributed to the Issuer, plus (ii) accrued and unpaid interest thereon, if any, to, but excluding the Redemption Date, subject to the right of Holders of the Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Date; provided that (a) at least 50% of the sum of the aggregate principal amount of Initial Notes (and, for the avoidance of doubt, excluding any Additional Notes) remains outstanding immediately after the occurrence of each such redemption and (b) each such redemption occurs within 180 days of the date of closing of such Equity Offering.
(d) In connection with any tender offer for the Notes, including a Change of Control Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the IssuerCompany, or any third a third-party approved in writing by the Issuer making such tender offer in lieu of the IssuerCompany, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer Company or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase date, to redeem (with respect to the Issuer) or purchase (with respect to a third party) all Notes that remain outstanding following such purchase at a redemption price equal to the price paid offered to each other Holder (excluding any early tender or incentive fee) in such tender offer (which may be less than par and shall exclude any early tender premium or any similar premium and any accrued and unpaid interest paid to any holder in such tender offer) plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but not including, the date of such redemption.
(f) If the optional redemption date is on or after a record date and on or before the corresponding interest payment date, the accrued and unpaid interest up to, but excluding, the Redemption Date or purchase dateredemption date will be paid on the redemption date to the Holder in whose name the Note is registered at the close of business on such record date in accordance with the applicable procedures of DTC, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Date or purchase dateCompany.
(eg) A notice of redemption need not set forth the exact Redemption Price but only the manner of calculation thereof. Any redemption pursuant to this Section 2 3.02 shall be made pursuant to the provisions of Sections Section 3.01 through 3.06 Section 3.07 of the Base Indenture, to the extent not conflicting with this Indenture and Section 23.03 hereof.
Appears in 1 contract
Sources: First Supplemental Indenture (CrowdStrike Holdings, Inc.)
Optional Redemption of the Notes. (a) At Prior to June 15, 2022, the Company may redeem the Notes in whole at any time prior or in part from time to April 15, 2020, the Issuer maytime, at its option option, on at least 10 but not more than 60 days’ prior notice, at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes being redeemed and (ii) the sum of the present values of the Remaining Scheduled Payments on the Notes being redeemed on the redemption date, discounted to the date of redemption, on a semi-annual basis, at the Treasury Rate plus 50 basis points, plus accrued and unpaid interest on such Notes being redeemed to, but not including, the redemption date.
(b) On or after June 15, 2022, the Company may on any one or more occasions, occasions redeem all or a part of the Notes, upon notice as described in Section 3.03 of the Base Indentureat its option, at the following redemption prices (expressed as a Redemption Price equal to 100% percentage of the principal amount of the Notes to be redeemed amount), plus the Applicable Premium as of, and accrued and unpaid interest, if any, interest to, but excluding, the Redemption Date, date of redemption (subject to the rights right of Holders holders of the Notes record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Date.
(b) On and after April 15, 2020, the Issuer may, at its option and on one or more occasions, redeem the Notes, in whole or in part, upon notice as described in Section 3.03 of the Base Indenture, at the Redemption Prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in this Section 2(binterest payment date), plus accrued and unpaid interest thereon, if any, to, but excluding, the Redemption Date, subject to the right of Holders of the Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Date, if redeemed during the twelve12-month period beginning commencing on April June 15 of each of the years indicated set forth below: 2020 102.500 2022 102.875 % 2021 101.250 2023 101.438 % 2022 2024 and thereafter 100.000 %
(c) At Notwithstanding the foregoing, at any time and from time to time prior to April June 15, 20202022, the Issuer may, at its option, upon notice as described Company may redeem in Section 3.03 of the Base Indenture, on one or more occasions redeem aggregate up to 40% of the original aggregate principal amount of the Notes (including calculated after giving effect to any issuance of Additional Notes) issued under the Indenture at a Redemption Price (as calculated by the Issuer) equal to (i) 105.000% of the aggregate principal amount thereof (the “Equity Claw Redemption Amount”), with an amount equal to or less than the net cash proceeds from of one or more Equity Offerings to by the extent such net cash proceeds are received by or contributed to the IssuerCompany, at a redemption price (expressed as a percentage of principal amount thereof) of 105.750%, plus (ii) accrued and unpaid interest thereon, if any, to, but excluding excluding, the Redemption Date, redemption date (subject to the right of Holders holders of the Notes record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Dateinterest payment date); provided provided, however, that (a) at least 5060% of the sum of the aggregate principal amount of Initial Notes (and, for the avoidance of doubt, excluding any Additional Notes) remains outstanding immediately after the occurrence of each such redemption and (b) each such redemption occurs within 180 days of the date of closing of such Equity Offering.
(d) In connection with any tender offer for the Notes, if Holders of not less than 90% in original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) must remain outstanding Notes validly tender and do not withdraw after each such Notes in redemption; provided, further, that such tender offer and redemption shall occur within 120 days after the Issuer, or date on which any third party approved in writing by the Issuer making such tender offer in lieu of the Issuer, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right Equity Offering is consummated upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase date, to redeem (with respect to the Issuer) or purchase (with respect to a third party) all Notes that remain outstanding following such purchase at a price equal to the price paid notice mailed to each other Holder holder of the Notes being redeemed and otherwise in such tender offer accordance with the procedures set forth in the Indenture.
(which may be less than par d) If an optional redemption date is on or after a Regular Record Date and shall exclude any early tender premium on or any similar premium and before the related Interest Payment Date, any accrued and unpaid interest will be paid to any holder the Person in whose name the Note is registered at the close of business on such tender offer) plus, to Regular Record Date. In determining the extent not included in the tender offer payment, redemption price and accrued and unpaid interest, if anyinterest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. Unless the Company defaults in payment of the redemption price, thereon, to, but excluding, on and after the Redemption Date or purchase redemption date, subject interest will cease to accrue on the right of Holders Notes or portions of the Notes of record on the relevant Record Date called for redemption and those Notes will cease to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Date or purchase datebe outstanding.
(e) A notice The Trustee shall have no obligation to calculate or verify the calculation of the present values of the Remaining Scheduled Payments, the Treasury Rate or any aspect of such calculations.
(f) If less than all of the Notes are to be redeemed at any time, the Trustee will select the Notes for redemption need in compliance with the requirements of the Depository, or if the Notes are not set forth held through a Depository or the exact Redemption Price but only Depository prescribes no method of selection, by lot, in accordance with the manner Depository’s customary procedures, subject to adjustments so that no Note in an unauthorized denomination remains outstanding after such redemption or purchase; provided, however, that no Note of calculation thereof. Any redemption pursuant to this Section 2 $2,000 in aggregate principal amount of less shall be made pursuant redeemed in part.
(g) Notices of optional redemption will be sent by electronic submission (for Notes held in book-entry form) or first class mail at least 10 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address, except that redemption notices may be sent more than 60 days prior to a redemption date if the provisions of Sections 3.01 through 3.06 notice is issued in connection with Article 4 of the Base Indenture.
(h) If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount of that Notes that is to be redeemed. A new Note in principal amount equal to the extent not conflicting with this Section 2unredeemed portion of the original Note will be issued in the name of the Holder of the Note upon cancellation of the original Note if such Notes are held in physical form.
(i) The Company and its affiliates may at any time and from time to time purchase Notes in the open market, by tender offer, negotiated transactions or otherwise.
Appears in 1 contract
Optional Redemption of the Notes. (a) At Prior to February 15, 2026, the Company may redeem the Notes in whole at any time prior or in part from time to April 15, 2020, the Issuer maytime, at its option option, on at least 10 but not more than 60 days’ prior notice, at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes being redeemed and (ii) the sum of the present values of the redemption price of such Notes on February 15, 2026 and all required payments of interest on such Notes through February 15, 2026, discounted to the date of redemption (excluding interest accrued to the redemption date), on a semi-annual basis, at a rate equal to the sum of the Treasury Rate plus 50 basis points, plus accrued and unpaid interest on such Notes being redeemed to, but not including, the redemption date. Any notice of redemption may be subject to one or more occasionsconditions precedent.
(b) On or after February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon notice as described in Section 3.03 of the Base Indentureat its option, at the following redemption prices (expressed as a Redemption Price equal to 100% percentage of the principal amount of the Notes to be redeemed amount), plus the Applicable Premium as of, and accrued and unpaid interest, if any, interest to, but excluding, the Redemption Date, date of redemption (subject to the rights right of Holders holders of the Notes record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date falling interest payment date), if redeemed during the 12-month period commencing on or February 15 of the years set forth below: Period Redemption Price 2026 103.1250 % 2027 101.5625 % 2028 and thereafter 100.0000 %
(c) Notwithstanding the foregoing, at any time and from time to time prior to the Redemption Date.
(b) On and after April February 15, 20202026, the Issuer may, at its option and on one or more occasions, Company may redeem in the Notes, in whole or in part, upon notice as described in Section 3.03 aggregate up to 40% of the Base Indenture, at the Redemption Prices (expressed as percentages of original aggregate principal amount of the Notes (calculated after giving effect to be redeemedany issuance of Additional Notes) set forth in this Section 2(b)with the net cash proceeds of one or more Equity Offerings by the Company, at a redemption price (expressed as a percentage of principal amount thereof) of 106.2500%, plus accrued and unpaid interest thereon, if any, to, but excluding, the Redemption Date, redemption date (subject to the right of Holders holders of the Notes record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Dateinterest payment date); provided, if redeemed during the twelve-month period beginning on April 15 of each of the years indicated below: 2020 102.500 % 2021 101.250 % 2022 and thereafter 100.000 %
(c) At any time prior to April 15however, 2020, the Issuer may, that at its option, upon notice as described in Section 3.03 of the Base Indenture, on one or more occasions redeem up to 40least 60% of the aggregate principal amount of Notes (including Additional Notes) issued under the Indenture at a Redemption Price (as calculated by the Issuer) equal to (i) 105.000% of the aggregate principal amount thereof (the “Equity Claw Redemption Amount”), with an amount equal to or less than the net cash proceeds from one or more Equity Offerings to the extent such net cash proceeds are received by or contributed to the Issuer, plus (ii) accrued and unpaid interest thereon, if any, to, but excluding the Redemption Date, subject to the right of Holders of the Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Date; provided that (a) at least 50% of the sum of the aggregate principal amount of Initial Notes (and, for the avoidance of doubt, excluding any Additional Notes) remains outstanding immediately after the occurrence of each such redemption and (b) each such redemption occurs within 180 days of the date of closing of such Equity Offering.
(d) In connection with any tender offer for the Notes, if Holders of not less than 90% in original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) must remain outstanding Notes validly tender and do not withdraw after each such Notes in redemption; provided, further, that such tender offer and redemption shall occur within 120 days after the Issuer, or date on which any third party approved in writing by the Issuer making such tender offer in lieu of the Issuer, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right Equity Offering is consummated upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase date, to redeem (with respect to the Issuer) or purchase (with respect to a third party) all Notes that remain outstanding following such purchase at a price equal to the price paid notice mailed to each other Holder holder of the Notes being redeemed and otherwise in such tender offer accordance with the procedures set forth in the Indenture.
(which may be less than par d) If an optional redemption date is on or after a Regular Record Date and shall exclude any early tender premium on or any similar premium and before the related Interest Payment Date, any accrued and unpaid interest will be paid to any holder the Person in whose name the Note is registered at the close of business on such tender offer) plus, to Regular Record Date. In determining the extent not included in the tender offer payment, redemption price and accrued and unpaid interest, if anyinterest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. Unless the Company defaults in payment of the redemption price, thereon, to, but excluding, on and after the Redemption Date or purchase redemption date, subject interest will cease to accrue on the right of Holders Notes or portions of the Notes of record on the relevant Record Date called for redemption and those Notes will cease to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Date or purchase datebe outstanding.
(e) A notice The Trustee shall have no obligation to calculate or verify the calculation of the present values of the Remaining Scheduled Payments, the Treasury Rate or any aspect of such calculations.
(f) If less than all of the Notes are to be redeemed at any time, the Trustee will select the Notes for redemption need in compliance with the requirements of the Depository, or if the Notes are not set forth held through a Depository or the exact Redemption Price but only Depository prescribes no method of selection, by lot, in accordance with the manner Depository’s customary procedures, subject to adjustments so that no Note in an unauthorized denomination remains outstanding after such redemption or purchase; provided, however, that no Note of calculation thereof. Any redemption pursuant to this Section 2 $2,000 in aggregate principal amount of less shall be made pursuant redeemed in part.
(g) Notices of optional redemption will be sent by electronic submission (for Notes held in book-entry form) or first class mail at least 10 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address, except that redemption notices may be sent more than 60 days prior to a redemption date if the provisions of Sections 3.01 through 3.06 notice is issued in connection with Article 4 of the Base Indenture.
(h) If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount of that Notes that is to be redeemed. A new Note in principal amount equal to the extent not conflicting with this Section 2unredeemed portion of the original Note will be issued in the name of the Holder of the Note upon cancellation of the original Note if such Notes are held in physical form.
(i) The Company and its affiliates may at any time and from time to time purchase Notes in the open market, by tender offer, negotiated transactions or otherwise.
Appears in 1 contract
Optional Redemption of the Notes. (a) Other than as set forth in this Section 3.02 and Section 3.03, the Notes shall not be redeemable by the Company prior to maturity.
(b) At any time prior to April January 15, 20202019, the Issuer may, at its option and Company may on any one or more occasions, occasions redeem all or a part up to 35% of the Notes, upon notice as described in Section 3.03 aggregate principal amount of the Base Notes (calculated after giving effect to any issuance of Additional Notes) outstanding under this Supplemental Indenture, at a Redemption Price redemption price equal to 100105.875% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but not including, the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that:
(1) at least 65% of the aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) issued under this Supplemental Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its subsidiaries); and
(2) the redemption must occur within 90 days of the date of the closing of such Equity Offering.
(c) On or after January 15, 2021, the Company may redeem all or a part of the Notes, on any one or more occasions, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest thereon, if any, to, but not including, the applicable redemption date, if redeemed during the twelve-month period beginning on January 15 of the years indicated below: 2021 102.938 % 2022 101.958 % 2023 100.979 % 2024 and thereafter 100.000 %
(d) At any time prior to January 15, 2021, the Company may also redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but excludingnot including, the date of redemption (the “Redemption Date”), subject to the rights of Holders of the record of Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Date.
(b) On and after April 15, 2020, the Issuer may, at its option and on one or more occasions, redeem the Notes, in whole or in part, upon notice as described in Section 3.03 of the Base Indenture, at the Redemption Prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in this Section 2(b), plus accrued and unpaid interest thereon, if any, to, but excluding, the Redemption Date, subject to the right of Holders of the Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Date, if redeemed during the twelve-month period beginning on April 15 of each of the years indicated below: 2020 102.500 % 2021 101.250 % 2022 and thereafter 100.000 %
(c) At any time prior to April 15, 2020, the Issuer may, at its option, upon notice as described in Section 3.03 of the Base Indenture, on one or more occasions redeem up to 40% of the aggregate principal amount of Notes (including Additional Notes) issued under the Indenture at a Redemption Price (as calculated by the Issuer) equal to (i) 105.000% of the aggregate principal amount thereof (the “Equity Claw Redemption Amount”), with an amount equal to or less than the net cash proceeds from one or more Equity Offerings to the extent such net cash proceeds are received by or contributed to the Issuer, plus (ii) accrued and unpaid interest thereon, if any, to, but excluding the Redemption Date, subject to the right of Holders of the Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Date; provided that (a) at least 50% of the sum of the aggregate principal amount of Initial Notes (and, for the avoidance of doubt, excluding any Additional Notes) remains outstanding immediately after the occurrence of each such redemption and (b) each such redemption occurs within 180 days of the date of closing of such Equity Offering.
(d) In connection with any tender offer for the Notes, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Issuer, or any third party approved in writing by the Issuer making such tender offer in lieu of the Issuer, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase date, to redeem (with respect to the Issuer) or purchase (with respect to a third party) all Notes that remain outstanding following such purchase at a price equal to the price paid to each other Holder in such tender offer (which may be less than par and shall exclude any early tender premium or any similar premium and any accrued and unpaid interest paid to any holder in such tender offer) plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Redemption Date or purchase date, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Date or purchase date.
(e) A notice of redemption need not set forth the exact Redemption Price but only the manner of calculation thereof. Any redemption pursuant to this Section 2 3.02 shall be made pursuant to the provisions of Sections Section 3.01 through Section 3.06 of the Base Indenture.
(f) Any redemption or notice of redemption, may, at the Company’s discretion, be subject to the extent not conflicting with this Section 2one or more conditions precedent, including completion of an Equity Offering or other corporate transaction.
Appears in 1 contract
Optional Redemption of the Notes. (a) Other than as set forth in this Section 3.02, the Notes shall not be redeemable by the Company prior to maturity.
(b) At any time prior to April March 15, 20202024, the Issuer mayCompany may redeem the 2029 Notes in whole or in part, at its option and on one or more occasions, redeem all or a part of the Notesoption, upon notice as described in pursuant to Section 3.03 of the Base Indenture3.05, at a Redemption Price redemption price equal to 100% of the principal amount of the such Notes to be redeemed plus the Applicable 2029 Notes Premium as of, and accrued and unpaid interest, if any, to, but excluding, the Redemption Date, subject to the rights of Holders of the Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Dateredemption date.
(bc) On At any time and after April from time to time prior to March 15, 20202024, the Issuer may, at its option and on one or more occasions, Company may redeem the Notes, in whole or in part, upon notice as described in Section 3.03 2029 Notes with the net cash proceeds received by the Company from any Equity Offering at a redemption price equal to 103.625% of the Base Indenture, at the Redemption Prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in this Section 2(b)such 2029 Notes, plus accrued and unpaid interest thereoninterest, if any, to, but excluding, the Redemption Dateredemption date, subject in an aggregate principal amount for all such redemptions not to exceed 40% of the aggregate principal amount of the 2029 Notes issued under the Indenture on the Issue Date (together with Additional 2029 Notes); provided that
(1) in each case the redemption takes place not later than 180 days after the closing of the related Equity Offering, and
(2) not less than 50% of the aggregate principal amount of the then-outstanding 2029 Notes issued under the Indenture remains outstanding immediately thereafter (including Additional 2029 Notes but excluding 2029 Notes held by the Company or any of its Subsidiaries), unless all such 2029 Notes are redeemed substantially concurrently.
(d) At any time and from time to time on or after March 15, 2024, the Company may redeem the 2029 Notes in whole or in part, upon notice pursuant to Section 3.05, at a redemption price equal to the right percentage of Holders of the Notes principal amount set forth below plus accrued and unpaid interest, if any, on the relevant Record Date to receive interest due on 2029 Notes redeemed, to, but excluding, the relevant Interest Payment Date falling on or prior to the Redemption Dateapplicable redemption date, if redeemed during the twelve-month period beginning on April March 15 of each of the years year indicated below: 2020 102.500 2024 101.813 % 2021 101.250 2025 100.906 % 2022 2026 and thereafter 100.000 %
(ce) At any time prior to April 15Notwithstanding the foregoing, 2020, the Issuer may, at its option, upon notice as described in Section 3.03 of the Base Indenture, on one or more occasions redeem up to 40% of the aggregate principal amount of Notes (including Additional Notes) issued under the Indenture at a Redemption Price (as calculated by the Issuer) equal to (i) 105.000% of the aggregate principal amount thereof (the “Equity Claw Redemption Amount”), with an amount equal to or less than the net cash proceeds from one or more Equity Offerings to the extent such net cash proceeds are received by or contributed to the Issuer, plus (ii) accrued and unpaid interest thereon, if any, to, but excluding the Redemption Date, subject to the right of Holders of the Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Date; provided that (a) at least 50% of the sum of the aggregate principal amount of Initial Notes (and, for the avoidance of doubt, excluding any Additional Notes) remains outstanding immediately after the occurrence of each such redemption and (b) each such redemption occurs within 180 days of the date of closing of such Equity Offering.
(d) In connection with any tender offer for the 2029 Notes, including a Change of Control Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding 2029 Notes validly tender and do not withdraw such Notes in such tender offer and the IssuerCompany, or any third a third-party approved in writing by the Issuer making such tender offer in lieu of the IssuerCompany, purchases all of the 2029 Notes validly tendered and not withdrawn by such Holders, the Issuer Company or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase date, to redeem (with respect to the Issuer) or purchase (with respect to a third party) all 2029 Notes that remain outstanding following such purchase at a redemption price equal to the price paid offered to each other Holder (excluding any early tender or incentive fee) in such tender offer (which may be less than par and shall exclude any early tender premium or any similar premium and any accrued and unpaid interest paid to any holder in such tender offer) plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but not including, the date of such redemption.
(f) At any time prior to March 15, 2026, the Company may redeem the 2031 Notes in whole or in part, at its option, upon notice pursuant to Section 3.05, at a redemption price equal to 100% of the principal amount of such Notes plus the Applicable 2031 Notes Premium as of, and accrued and unpaid interest, if any, to, but excluding, the Redemption Date or purchase date, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Date or purchase redemption date.
(eg) A At any time and from time to time prior to March 15, 2024, the Company may redeem the 2031 Notes with the net cash proceeds received by the Company from any Equity Offering at a redemption price equal to 103.875% of the principal amount of such 2031 Notes, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, in an aggregate principal amount for all such redemptions not to exceed 40% of the aggregate principal amount of the 2031 Notes issued under the Indenture on the Issue Date (together with Additional 2031 Notes); provided that
(1) in each case the redemption takes place not later than 180 days after the closing of the related Equity Offering, and
(2) not less than 50% of the aggregate principal amount of the then-outstanding 2031 Notes issued under the Indenture remains outstanding immediately thereafter (including Additional 2031 Notes but excluding 2031 Notes held by the Company or any of its Subsidiaries), unless all such 2031 Notes are redeemed substantially concurrently.
(h) At any time and from time to time on or after March 15, 2026, the Company may redeem the 2031 Notes in whole or in part, upon notice pursuant to Section 3.05, at a redemption price equal to the percentage of redemption need not principal amount set forth below plus accrued and unpaid interest, if any, on the exact Redemption Price 2031 Notes redeemed, to, but only excluding, the manner applicable redemption date, if redeemed during the twelve-month period beginning on March 15 of calculation thereof. the year indicated below: 2026 101.938 % 2027 101.292 % 2028 100.646 % 2029 and thereafter 100.000 %
(i) Notwithstanding the foregoing, in connection with any tender offer for the 2031 Notes, including a Change of Control Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding 2031 Notes validly tender and the Company, or a third-party in lieu of the Company, purchases all of the 2031 Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase date, to redeem all 2031 Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but not including, the date of such redemption.
(j) If the optional redemption date is on or after a record date and on or before the corresponding interest payment date, the accrued and unpaid interest up to, but excluding, the redemption date will be paid on the redemption date to the Holder in whose name the Note is registered at the close of business on such record date in accordance with the applicable procedures of DTC, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company.
(k) Any redemption pursuant to this Section 2 3.02 shall be made pursuant to the provisions of Sections 3.01 through 3.06 Article 3 of the Base Indenture, to the extent not conflicting with this Indenture and Section 23.03 hereof.
Appears in 1 contract
Optional Redemption of the Notes. (a) Other than as set forth in this Section 3.02 and Section 3.03, the Notes shall not be redeemable by the Company prior to maturity.
(b) At any time prior to April September 15, 2020, the Issuer may, at its option and Company may on any one or more occasions, occasions redeem all or a part up to 35% of the Notes, upon notice as described in Section 3.03 aggregate principal amount of the Base Notes (calculated after giving effect to any issuance of Additional Notes) outstanding under this Supplemental Indenture, at a Redemption Price redemption price equal to 100102.875% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but not including, the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that:
(1) at least 65% of the aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) issued under this Supplemental Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its subsidiaries); and
(2) the redemption must occur within 90 days of the date of the closing of such Equity Offering.
(c) On or after September 15, 2020, the Company may redeem all or a part of the Notes, on any one or more occasions, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest thereon, if any, to, but not including, the applicable redemption date, if redeemed during the twelve or eighteen month period, as applicable, beginning on September 15 of the years indicated below: 2020 101.438 % 2021 100.719 % 2022 and thereafter 100.000 %
(d) At any time prior to September 15, 2020, the Company may also redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but excludingnot including, the date of redemption (the “Redemption Date”), subject to the rights of Holders of the record of Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Date.
(b) On and after April 15, 2020, the Issuer may, at its option and on one or more occasions, redeem the Notes, in whole or in part, upon notice as described in Section 3.03 of the Base Indenture, at the Redemption Prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in this Section 2(b), plus accrued and unpaid interest thereon, if any, to, but excluding, the Redemption Date, subject to the right of Holders of the Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Date, if redeemed during the twelve-month period beginning on April 15 of each of the years indicated below: 2020 102.500 % 2021 101.250 % 2022 and thereafter 100.000 %
(c) At any time prior to April 15, 2020, the Issuer may, at its option, upon notice as described in Section 3.03 of the Base Indenture, on one or more occasions redeem up to 40% of the aggregate principal amount of Notes (including Additional Notes) issued under the Indenture at a Redemption Price (as calculated by the Issuer) equal to (i) 105.000% of the aggregate principal amount thereof (the “Equity Claw Redemption Amount”), with an amount equal to or less than the net cash proceeds from one or more Equity Offerings to the extent such net cash proceeds are received by or contributed to the Issuer, plus (ii) accrued and unpaid interest thereon, if any, to, but excluding the Redemption Date, subject to the right of Holders of the Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Date; provided that (a) at least 50% of the sum of the aggregate principal amount of Initial Notes (and, for the avoidance of doubt, excluding any Additional Notes) remains outstanding immediately after the occurrence of each such redemption and (b) each such redemption occurs within 180 days of the date of closing of such Equity Offering.
(d) In connection with any tender offer for the Notes, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Issuer, or any third party approved in writing by the Issuer making such tender offer in lieu of the Issuer, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase date, to redeem (with respect to the Issuer) or purchase (with respect to a third party) all Notes that remain outstanding following such purchase at a price equal to the price paid to each other Holder in such tender offer (which may be less than par and shall exclude any early tender premium or any similar premium and any accrued and unpaid interest paid to any holder in such tender offer) plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Redemption Date or purchase date, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Date or purchase date.
(e) A notice of redemption need not set forth the exact Redemption Price but only the manner of calculation thereof. Any redemption pursuant to this Section 2 shall be made pursuant to the The provisions of Sections Section 3.01 through Section 3.06 of the Base Indenture, Indenture shall not apply to the extent Notes, and the following provisions shall apply in lieu thereof:
(i) In the event that the Company chooses to redeem less than all of the Notes, selection of the Notes for redemption will be made by the Trustee:
(A) by a method that complies with the requirements, as certified to the Trustee by the Company, of the securities exchange, if any, on which the Notes are listed at such time, and in compliance with the requirements of the relevant clearing system; provided that, if the Notes are represented by one or more Global Notes, beneficial interests in the Notes will be selected for redemption by Euroclear and Clearstream in accordance with their respective standard procedures therefor; or
(B) if the Notes are not conflicting listed on a securities exchange, or such securities exchange prescribes no method of selection and the Notes are not held through a clearing system or the clearing system prescribes no method of selection, by lot.
(ii) No Notes of a principal amount of €100,000 or less shall be redeemed in part. The Company will also comply with this any other requirements of the securities exchange, if any, on which the Notes are listed at such time.
(iii) Notice of redemption will be delivered at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed, the Trustee and the Paying Agent; provided that, if the redemption notice is issued in connection with a defeasance of the Notes or satisfaction and discharge of the Indenture governing the Note in accordance with the Indentures, the notice of redemption may be delivered more than 60 calendar days before the date of redemption. If any Note is to be redeemed in part only, then the notice of redemption that relates to such Note must state the portion of the principal amount thereof to be redeemed. A new Note in a principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made). On and after the redemption date, interest will cease to accrue on Notes or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption price.
(f) Any redemption or notice of redemption, other than a notice of redemption delivered pursuant to Section 23.03 in connection with a Change in Tax Law, may, at the Company’s discretion, be subject to one or more conditions precedent, including completion of an Equity Offering or other corporate transaction.
Appears in 1 contract
Optional Redemption of the Notes. (a) Other than as set forth in this Section 3.02 and Section 3.03, the Notes shall not be redeemable by the Company prior to maturity.
(b) At any time prior to April 15February 1, 20202021, the Issuer may, at its option and Company may on any one or more occasions, occasions redeem all or a part up to 35% of the Notes, upon notice as described in Section 3.03 aggregate principal amount of the Base Notes (calculated after giving effect to any issuance of Additional Notes) outstanding under this Supplemental Indenture, at a Redemption Price redemption price equal to 100102.875% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but not including, the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that:
(1) at least 65% of the aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) issued under this Supplemental Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its subsidiaries); and
(2) the redemption must occur within 90 days of the date of the closing of such Equity Offering.
(c) On or after February 1, 2021, the Company may redeem all or a part of the Notes, on any one or more occasions, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest thereon, if any, to, but not including, the applicable redemption date, if redeemed during the twelve-month period beginning on February 1 of the years indicated below: 2021 101.438 % 2022 100.719 % 2023 and thereafter 100.000 %
(d) At any time prior to February 1, 2021, the Company may also redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but excludingnot including, the date of redemption (the “Redemption Date”), subject to the rights of Holders of the record of Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Date.
(b) On and after April 15, 2020, the Issuer may, at its option and on one or more occasions, redeem the Notes, in whole or in part, upon notice as described in Section 3.03 of the Base Indenture, at the Redemption Prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in this Section 2(b), plus accrued and unpaid interest thereon, if any, to, but excluding, the Redemption Date, subject to the right of Holders of the Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Date, if redeemed during the twelve-month period beginning on April 15 of each of the years indicated below: 2020 102.500 % 2021 101.250 % 2022 and thereafter 100.000 %
(c) At any time prior to April 15, 2020, the Issuer may, at its option, upon notice as described in Section 3.03 of the Base Indenture, on one or more occasions redeem up to 40% of the aggregate principal amount of Notes (including Additional Notes) issued under the Indenture at a Redemption Price (as calculated by the Issuer) equal to (i) 105.000% of the aggregate principal amount thereof (the “Equity Claw Redemption Amount”), with an amount equal to or less than the net cash proceeds from one or more Equity Offerings to the extent such net cash proceeds are received by or contributed to the Issuer, plus (ii) accrued and unpaid interest thereon, if any, to, but excluding the Redemption Date, subject to the right of Holders of the Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Date; provided that (a) at least 50% of the sum of the aggregate principal amount of Initial Notes (and, for the avoidance of doubt, excluding any Additional Notes) remains outstanding immediately after the occurrence of each such redemption and (b) each such redemption occurs within 180 days of the date of closing of such Equity Offering.
(d) In connection with any tender offer for the Notes, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Issuer, or any third party approved in writing by the Issuer making such tender offer in lieu of the Issuer, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase date, to redeem (with respect to the Issuer) or purchase (with respect to a third party) all Notes that remain outstanding following such purchase at a price equal to the price paid to each other Holder in such tender offer (which may be less than par and shall exclude any early tender premium or any similar premium and any accrued and unpaid interest paid to any holder in such tender offer) plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Redemption Date or purchase date, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Date or purchase date.
(e) A notice of redemption need not set forth the exact Redemption Price but only the manner of calculation thereof. Any redemption pursuant to this Section 2 shall be made pursuant to the The provisions of Sections Section 3.01 through Section 3.06 of the Base Indenture, Indenture shall not apply to the extent Notes, and the following provisions shall apply in lieu thereof:
(i) In the event that the Company chooses to redeem less than all of the Notes, selection of the Notes for redemption will be made by the Trustee:
(A) by a method that complies with the requirements, as certified to the Trustee by the Company, of the securities exchange, if any, on which the Notes are listed at such time, and in compliance with the requirements of the relevant clearing system; provided that, if the Notes are represented by one or more Global Notes, beneficial interests in the Notes will be selected for redemption by Euroclear and Clearstream in accordance with their respective standard procedures therefor; or
(B) if the Notes are not conflicting listed on a securities exchange, or such securities exchange prescribes no method of selection and the Notes are not held through a clearing system or the clearing system prescribes no method of selection, by lot.
(ii) No Notes of a principal amount of €100,000 or less shall be redeemed in part. The Company will also comply with this any other requirements of the securities exchange, if any, on which the Notes are listed at such time.
(iii) Notice of redemption will be delivered at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed, the Trustee and the Paying Agent; provided that, if the redemption notice is issued in connection with a defeasance of the Notes or satisfaction and discharge of the Indenture governing the Note in accordance with the Indentures, the notice of redemption may be delivered more than 60 calendar days before the date of redemption. If any Note is to be redeemed in part only, then the notice of redemption that relates to such Note must state the portion of the principal amount thereof to be redeemed. A new Note in a principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made). On and after the redemption date, interest will cease to accrue on Notes or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption price.
(f) Any redemption or notice of redemption, other than a notice of redemption delivered pursuant to Section 23.03 in connection with a Change in Tax Law, may, at the Company’s discretion, be subject to one or more conditions precedent, including completion of an Equity Offering or other corporate transaction.
Appears in 1 contract
Optional Redemption of the Notes. (a) At Prior to March 1, 2026, the Company may redeem the Notes in whole at any time prior or in part from time to April 15, 2020, the Issuer maytime, at its option option, on at least 10 but not more than 60 days’ prior notice, at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes being redeemed and (ii) the sum of the present values of the Remaining Scheduled Payments on the Notes being redeemed on the redemption date, discounted to the date of redemption, on a semi-annual basis, at the Treasury Rate plus 50 basis points, plus accrued and unpaid interest on such Notes being redeemed to, but not including, the redemption date. Any notice of redemption may be subject to one or more occasionsconditions precedent.
(b) On or after March 1, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon notice as described in Section 3.03 of the Base Indentureat its option, at the following redemption prices (expressed as a Redemption Price equal to 100% percentage of the principal amount of the Notes to be redeemed amount), plus the Applicable Premium as of, and accrued and unpaid interest, if any, interest to, but excluding, the Redemption Date, date of redemption (subject to the rights right of Holders holders of the Notes record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Date.
(b) On and after April 15, 2020, the Issuer may, at its option and on one or more occasions, redeem the Notes, in whole or in part, upon notice as described in Section 3.03 of the Base Indenture, at the Redemption Prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in this Section 2(binterest payment date), plus accrued and unpaid interest thereon, if any, to, but excluding, the Redemption Date, subject to the right of Holders of the Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Date, if redeemed during the twelve12-month period beginning commencing on April 15 of each March 1 of the years indicated set forth below: 2020 102.500 Period Redemption Price 2026 101.875 % 2021 2027 101.250 % 2022 2028 100.625 % 2029 and thereafter 100.000 %
(c) At Notwithstanding the foregoing, at any time and from time to time prior to April 15March 1, 20202024, the Issuer may, at its option, upon notice as described Company may redeem in Section 3.03 of the Base Indenture, on one or more occasions redeem aggregate up to 40% of the original aggregate principal amount of the Notes (including calculated after giving effect to any issuance of Additional Notes) issued under the Indenture at a Redemption Price (as calculated by the Issuer) equal to (i) 105.000% of the aggregate principal amount thereof (the “Equity Claw Redemption Amount”), with an amount equal to or less than the net cash proceeds from of one or more Equity Offerings to by the extent such net cash proceeds are received by or contributed to the IssuerCompany, at a redemption price (expressed as a percentage of principal amount thereof) of 103.750%, plus (ii) accrued and unpaid interest thereon, if any, to, but excluding excluding, the Redemption Date, redemption date (subject to the right of Holders holders of the Notes record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Dateinterest payment date); provided provided, however, that (a) at least 5060% of the sum of the aggregate principal amount of Initial Notes (and, for the avoidance of doubt, excluding any Additional Notes) remains outstanding immediately after the occurrence of each such redemption and (b) each such redemption occurs within 180 days of the date of closing of such Equity Offering.
(d) In connection with any tender offer for the Notes, if Holders of not less than 90% in original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) must remain outstanding Notes validly tender and do not withdraw after each such Notes in redemption; provided, further, that such tender offer and redemption shall occur within 120 days after the Issuer, or date on which any third party approved in writing by the Issuer making such tender offer in lieu of the Issuer, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right Equity Offering is consummated upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase date, to redeem (with respect to the Issuer) or purchase (with respect to a third party) all Notes that remain outstanding following such purchase at a price equal to the price paid notice mailed to each other Holder holder of the Notes being redeemed and otherwise in such tender offer accordance with the procedures set forth in the Indenture.
(which may be less than par d) If an optional redemption date is on or after a Regular Record Date and shall exclude any early tender premium on or any similar premium and before the related Interest Payment Date, any accrued and unpaid interest will be paid to any holder the Person in whose name the Note is registered at the close of business on such tender offer) plus, to Regular Record Date. In determining the extent not included in the tender offer payment, redemption price and accrued and unpaid interest, if anyinterest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. Unless the Company defaults in payment of the redemption price, thereon, to, but excluding, on and after the Redemption Date or purchase redemption date, subject interest will cease to accrue on the right of Holders Notes or portions of the Notes of record on the relevant Record Date called for redemption and those Notes will cease to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Date or purchase datebe outstanding.
(e) A notice The Trustee shall have no obligation to calculate or verify the calculation of the present values of the Remaining Scheduled Payments, the Treasury Rate or any aspect of such calculations.
(f) If less than all of the Notes are to be redeemed at any time, the Trustee will select the Notes for redemption need in compliance with the requirements of the Depository, or if the Notes are not set forth held through a Depository or the exact Redemption Price but only Depository prescribes no method of selection, by lot, in accordance with the manner Depository’s customary procedures, subject to adjustments so that no Note in an unauthorized denomination remains outstanding after such redemption or purchase; provided, however, that no Note of calculation thereof. Any redemption pursuant to this Section 2 $2,000 in aggregate principal amount of less shall be made pursuant redeemed in part.
(g) Notices of optional redemption will be sent by electronic submission (for Notes held in book-entry form) or first class mail at least 10 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address, except that redemption notices may be sent more than 60 days prior to a redemption date if the provisions of Sections 3.01 through 3.06 notice is issued in connection with Article 4 of the Base Indenture.
(h) If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount of that Notes that is to be redeemed. A new Note in principal amount equal to the extent not conflicting with this Section 2unredeemed portion of the original Note will be issued in the name of the Holder of the Note upon cancellation of the original Note if such Notes are held in physical form.
(i) The Company and its affiliates may at any time and from time to time purchase Notes in the open market, by tender offer, negotiated transactions or otherwise.
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Optional Redemption of the Notes. (a) Other than as set forth in this Section 3.02 and Section 3.03, the Notes shall not be redeemable by the Company prior to maturity.
(b) At any time prior to April May 15, 2020, the Issuer may, at its option and Company may on any one or more occasions, occasions redeem all or a part up to 35% of the Notes, upon notice as described in Section 3.03 aggregate principal amount of the Base Notes (calculated after giving effect to any issuance of Additional Notes) outstanding under this Supplemental Indenture, at a Redemption Price redemption price equal to 100105.375% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but not including, the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that:
(1) at least 65% of the aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) issued under this Supplemental Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its subsidiaries); and
(2) the redemption must occur within 90 days of the date of the closing of such Equity Offering.
(c) On or after May 15, 2022, the Company may redeem all or a part of the Notes, on any one or more occasions, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest thereon, if any, to, but not including, the applicable redemption date, if redeemed during the twelve-month period beginning on May 15 of the years indicated below: 2022 102.688 % 2023 101.792 % 2024 100.896 % 2025 and thereafter 100.000 %
(d) At any time prior to May 15, 2022, the Company may also redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but excludingnot including, the date of redemption (the “Redemption Date”), subject to the rights of Holders of the record of Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Date.
(b) On and after April 15, 2020, the Issuer may, at its option and on one or more occasions, redeem the Notes, in whole or in part, upon notice as described in Section 3.03 of the Base Indenture, at the Redemption Prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in this Section 2(b), plus accrued and unpaid interest thereon, if any, to, but excluding, the Redemption Date, subject to the right of Holders of the Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Date, if redeemed during the twelve-month period beginning on April 15 of each of the years indicated below: 2020 102.500 % 2021 101.250 % 2022 and thereafter 100.000 %
(c) At any time prior to April 15, 2020, the Issuer may, at its option, upon notice as described in Section 3.03 of the Base Indenture, on one or more occasions redeem up to 40% of the aggregate principal amount of Notes (including Additional Notes) issued under the Indenture at a Redemption Price (as calculated by the Issuer) equal to (i) 105.000% of the aggregate principal amount thereof (the “Equity Claw Redemption Amount”), with an amount equal to or less than the net cash proceeds from one or more Equity Offerings to the extent such net cash proceeds are received by or contributed to the Issuer, plus (ii) accrued and unpaid interest thereon, if any, to, but excluding the Redemption Date, subject to the right of Holders of the Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Date; provided that (a) at least 50% of the sum of the aggregate principal amount of Initial Notes (and, for the avoidance of doubt, excluding any Additional Notes) remains outstanding immediately after the occurrence of each such redemption and (b) each such redemption occurs within 180 days of the date of closing of such Equity Offering.
(d) In connection with any tender offer for the Notes, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Issuer, or any third party approved in writing by the Issuer making such tender offer in lieu of the Issuer, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase date, to redeem (with respect to the Issuer) or purchase (with respect to a third party) all Notes that remain outstanding following such purchase at a price equal to the price paid to each other Holder in such tender offer (which may be less than par and shall exclude any early tender premium or any similar premium and any accrued and unpaid interest paid to any holder in such tender offer) plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Redemption Date or purchase date, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Date or purchase date.
(e) A notice of redemption need not set forth the exact Redemption Price but only the manner of calculation thereof. Any redemption pursuant to this Section 2 3.02 shall be made pursuant to the provisions of Sections Section 3.01 through Section 3.06 of the Base Indenture.
(f) Any redemption or notice of redemption, may, at the Company’s discretion, be subject to the extent not conflicting with this Section 2one or more conditions precedent, including completion of an Equity Offering or other corporate transaction.
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Optional Redemption of the Notes. (a) Other than as set forth in this Section 3.02 and Section 3.03, the Notes shall not be redeemable by the Company prior to maturity.
(b) At any time prior to April 15October 1, 2020, the Issuer may, at its option and Company may on any one or more occasions, occasions redeem all or a part up to 35% of the Notes, upon notice as described in Section 3.03 aggregate principal amount of the Base Notes (calculated after giving effect to any issuance of Additional Notes) outstanding under this Supplemental Indenture, at a Redemption Price redemption price equal to 100102.875% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but not including, the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that:
(1) at least 65% of the aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) issued under this Supplemental Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its subsidiaries); and
(2) the redemption must occur within 90 days of the date of the closing of such Equity Offering.
(c) On or after October 1, 2020, the Company may redeem all or a part of the Notes, on any one or more occasions, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest thereon, if any, to, but not including, the applicable redemption date, if redeemed during the twelve-month period beginning on October 1 of the years indicated below: 2020 101.438 % 2021 100.719 % 2022 and thereafter 100.000 %
(d) At any time prior to October 1, 2020, the Company may also redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but excludingnot including, the date of redemption (the “Redemption Date”), subject to the rights of Holders of the record of Notes on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Date.
(b) On and after April 15, 2020, the Issuer may, at its option and on one or more occasions, redeem the Notes, in whole or in part, upon notice as described in Section 3.03 of the Base Indenture, at the Redemption Prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in this Section 2(b), plus accrued and unpaid interest thereon, if any, to, but excluding, the Redemption Date, subject to the right of Holders of the Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Date, if redeemed during the twelve-month period beginning on April 15 of each of the years indicated below: 2020 102.500 % 2021 101.250 % 2022 and thereafter 100.000 %
(c) At any time prior to April 15, 2020, the Issuer may, at its option, upon notice as described in Section 3.03 of the Base Indenture, on one or more occasions redeem up to 40% of the aggregate principal amount of Notes (including Additional Notes) issued under the Indenture at a Redemption Price (as calculated by the Issuer) equal to (i) 105.000% of the aggregate principal amount thereof (the “Equity Claw Redemption Amount”), with an amount equal to or less than the net cash proceeds from one or more Equity Offerings to the extent such net cash proceeds are received by or contributed to the Issuer, plus (ii) accrued and unpaid interest thereon, if any, to, but excluding the Redemption Date, subject to the right of Holders of the Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Date; provided that (a) at least 50% of the sum of the aggregate principal amount of Initial Notes (and, for the avoidance of doubt, excluding any Additional Notes) remains outstanding immediately after the occurrence of each such redemption and (b) each such redemption occurs within 180 days of the date of closing of such Equity Offering.
(d) In connection with any tender offer for the Notes, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Issuer, or any third party approved in writing by the Issuer making such tender offer in lieu of the Issuer, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase date, to redeem (with respect to the Issuer) or purchase (with respect to a third party) all Notes that remain outstanding following such purchase at a price equal to the price paid to each other Holder in such tender offer (which may be less than par and shall exclude any early tender premium or any similar premium and any accrued and unpaid interest paid to any holder in such tender offer) plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Redemption Date or purchase date, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Date or purchase date.
(e) A notice of redemption need not set forth the exact Redemption Price but only the manner of calculation thereof. Any redemption pursuant to this Section 2 shall be made pursuant to the The provisions of Sections Section 3.01 through Section 3.06 of the Base Indenture, Indenture shall not apply to the extent Notes, and the following provisions shall apply in lieu thereof:
(i) In the event that the Company chooses to redeem less than all of the Notes, selection of the Notes for redemption will be made by the Trustee:
(A) by a method that complies with the requirements, as certified to the Trustee by the Company, of the securities exchange, if any, on which the Notes are listed at such time, and in compliance with the requirements of the relevant clearing system; provided that, if the Notes are represented by one or more Global Notes, beneficial interests in the Notes will be selected for redemption by Euroclear and Clearstream in accordance with their respective standard procedures therefor; or
(B) if the Notes are not conflicting listed on a securities exchange, or such securities exchange prescribes no method of selection and the Notes are not held through a clearing system or the clearing system prescribes no method of selection, by lot.
(ii) No Notes of a principal amount of €100,000 or less shall be redeemed in part. The Company will also comply with this any other requirements of the securities exchange, if any, on which the Notes are listed at such time.
(iii) Notice of redemption will be delivered at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed, the Trustee and the Paying Agent; provided that, if the redemption notice is issued in connection with a defeasance of the Notes or satisfaction and discharge of the Indenture governing the Note in accordance with the Indentures, the notice of redemption may be delivered more than 60 calendar days before the date of redemption. If any Note is to be redeemed in part only, then the notice of redemption that relates to such Note must state the portion of the principal amount thereof to be redeemed. A new Note in a principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made). On and after the redemption date, interest will cease to accrue on Notes or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption price.
(f) Any redemption or notice of redemption, other than a notice of redemption delivered pursuant to Section 23.03 in connection with a Change in Tax Law, may, at the Company’s discretion, be subject to one or more conditions precedent, including completion of an Equity Offering or other corporate transaction.
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Optional Redemption of the Notes. The provisions of Article XI of the Indenture shall apply to the Notes, as supplemented or amended by this Section 2.12. The Notes will be redeemable at the Company’s option, in whole or in part, at any time and from time to time, on or after July 26, 2023 (180 days from January 27, 2023) (or, if additional Notes are issued after January 27, 2023, beginning 180 days after the issue date of such additional Notes), and prior to the First Par Call Date (as defined below), at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(a) At any time prior to April 15, 2020, the Issuer may, at its option and on one or more occasions, redeem all or a part sum of the Notes, upon notice as described in Section 3.03 present values of the Base Indentureremaining scheduled payments of principal and interest on the Notes to be redeemed discounted to the redemption date (assuming the Notes matured on the First Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 25 basis points, at a Redemption Price equal less (b) interest accrued on the Notes to the date of redemption; and • 100% of the principal amount of the Notes to be redeemed plus the Applicable Premium as ofredeemed, and plus, in either case, accrued and unpaid interestinterest thereon, if any, to, but excluding, the Redemption redemption date. On the First Par Call Date, subject to the rights of Holders of the Notes on will be redeemable at the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Date.
(b) On and after April 15, 2020, the Issuer may, at its option and on one or more occasions, redeem the NotesCompany’s option, in whole or whole, but not in part, upon notice as described in Section 3.03 at a redemption price equal to 100% of the Base Indenture, at the Redemption Prices (expressed as percentages of aggregate principal amount of the Notes to be redeemed) set forth in this Section 2(b)Notes, plus accrued and unpaid interest thereon, if any, to, but excluding, the Redemption Dateredemption date. On and after October 29, subject to the right of Holders of the Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or 2033 (90 days prior to the Redemption Maturity Date), if redeemed during the twelve-month period beginning on April 15 of each of the years indicated below: 2020 102.500 % 2021 101.250 % 2022 and thereafter 100.000 %
(c) At Notes will be redeemable, in whole or in part, at any time prior and from time to April 15, 2020, the Issuer maytime, at its option, upon notice as described in Section 3.03 of the Base Indenture, on one or more occasions redeem up Company’s option at a redemption price equal to 40100% of the aggregate principal amount of the Notes (including Additional Notes) issued under the Indenture at a Redemption Price (as calculated by the Issuer) equal to (i) 105.000% of the aggregate principal amount thereof (the “Equity Claw Redemption Amount”), with an amount equal to or less than the net cash proceeds from one or more Equity Offerings to the extent such net cash proceeds are received by or contributed to the Issuerbeing redeemed, plus (ii) accrued and unpaid interest thereon, if any, to, but excluding excluding, the Redemption Dateredemption date. If the Company redeems Notes at its option, subject to then (a) notwithstanding the right foregoing, installments of Holders of interest on the Notes that are due and payable on the relevant Record Date to receive interest due on the relevant any Interest Payment Date falling on or prior to a redemption date for the Redemption Date; provided Notes will be payable on that (a) at least 50% Interest Payment Date to the registered Holders thereof as of the sum close of business on the relevant record date according to the terms of the aggregate principal amount of Initial Notes (and, for and the avoidance of doubt, excluding any Additional Notes) remains outstanding immediately after the occurrence of each such redemption Indenture and (b) each such the redemption occurs within 180 days of the date of closing of such Equity Offering.
(d) In connection with any tender offer for the Notesprice will, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Issuerapplicable, or any third party approved in writing by the Issuer making such tender offer in lieu of the Issuer, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase date, to redeem (with respect to the Issuer) or purchase (with respect to a third party) all Notes that remain outstanding following such purchase at a price equal to the price paid to each other Holder in such tender offer (which may be less than par and shall exclude any early tender premium or any similar premium and any accrued and unpaid interest paid to any holder in such tender offer) plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Redemption Date or purchase date, subject to the right of Holders of the Notes of record calculated on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Date or purchase datebasis of a 360-day year consisting of twelve 30-day months.
(e) A notice of redemption need not set forth the exact Redemption Price but only the manner of calculation thereof. Any redemption pursuant to this Section 2 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Base Indenture, to the extent not conflicting with this Section 2.
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