Optional Redemption; Purchases upon Change of Control Triggering Event Sample Clauses

Optional Redemption; Purchases upon Change of Control Triggering Event. The Securities are subject to the optional redemption provisions set forth in Sections 10.07 and 10.08 of the Indenture and certain offers to repurchase upon the occurrence of certain Change of Control Triggering Events as set forth in Section 3.10 of the Indenture.
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Optional Redemption; Purchases upon Change of Control Triggering Event. (a) This Security is redeemable, prior to the Par Call Date, in whole at any time or in part from time to time, at the Company’s option, at a Redemption Price equal to the greater of (1) 100% of the principal amount of this Security to be redeemed, or (2) the sum of the present values of the remaining scheduled payments of principal and interest on this Security that would have been due if this Security matured on the Par Call Date (exclusive of interest accrued to the Redemption Date) computed by discounting such payments to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the sum of 50 basis points plus the Adjusted Treasury Rate on the third Business Day prior to, but excluding, the Redemption Date, as calculated by the Independent Investment Banker, plus, in either case, accrued and unpaid interest hereon, if any, up to, but excluding, the Redemption Date (subject to the right of the holder of record of this Security on the relevant record date to receive interest on the relevant Interest Payment Date as provided in Section 10.04 of the Indenture). Commencing on the Par Call Date, this Security is redeemable in whole at any time or in part from time to time, at the Company’s option, at a Redemption Price equal to 100% of the principal amount of this Security to be redeemed, plus accrued and unpaid interest hereon up to, but excluding, the Redemption Date (subject to the right of the holder of record of this Security on the relevant record date to receive interest on the relevant Interest Payment Date as provided in Section 10.04 of the Indenture).
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Optional Redemption; Purchases upon Change of Control Triggering Event. (a) On or after January 15, 2023, the Company may redeem the Securities, in whole at any time or in part from time to time, at the redemption prices (expressed as a percentage of principal amount of the Securities to be redeemed) set forth below, plus accrued and unpaid interest, if any, on the Securities, to, but excluding, the applicable Redemption Date, if redeemed during the twelve-month period beginning on January 15 of the years indicated below: Year Percentage 2023 105.625 % 2024 103.750 % 2025 101.875 % 2026 and thereafter 100.000 % (b) At any time and from time to time prior to January 15, 2023, upon giving notice as provided in Section 10.03 of the Indenture, the Company may redeem up to 35% of the aggregate principal amount of the Securities with an aggregate amount less than or equal to the cash proceeds less any underwriting spread paid in cash of one or more Equity Offerings, at a redemption price equal to 107.500% of the principal amount thereof, plus accrued and unpaid interest, if any, to (but not including) the Redemption Date; provided, however, that, at least 50% of the original aggregate principal amount of the Securities (excluding any Additional Securities of such series) must remain outstanding immediately after each such redemption; provided, further, that such redemption shall occur within 180 days after the date on which any such Equity Offering is consummated. (c) At any time prior to January 15, 2023, the Company may redeem the Securities, in whole at any time and in part from time to time, upon giving notice as provided in Section 10.03 of the Indenture, at a redemption price equal to 100% of the aggregate principal amount of the Securities to be redeemed, plus the Applicable Premium, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date.
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Optional Redemption; Purchases upon Change of Control Triggering Event. (a) This Security is redeemable, in whole or in part, at any time, at the Company’s option, at a Redemption Price equal to the greater of (1) 100% of the principal amount of this Security then outstanding to be redeemed, or (2) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the Redemption Date) computed by discounting such payments to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the sum of 25 basis points plus the Adjusted Treasury Rate on the third Business Day prior to the Redemption Date, as calculated by an Independent Investment Banker, plus accrued and unpaid interest hereon up to, but not including, the Redemption Date (subject to the right of the holder of record of this Security on the relevant record date to receive interest on the relevant Interest Payment Date as provided in Section 10.04 of the Indenture).
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Optional Redemption; Purchases upon Change of Control Triggering Event. (a) This Security is redeemable, in whole or in part, at any time, at the Company’s option, at a Redemption Price equal to the greater of (1) 100% of the principal amount of this Security then outstanding to be redeemed, or (2) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the Redemption Date) computed by discounting such payments to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the sum of 25 basis points plus the Adjusted Treasury Rate on the third Business Day prior to the Redemption Date, as calculated by an Independent Investment Banker, plus accrued and unpaid interest hereon up to, but not including, the Redemption Date (subject to the right of the holder of record of this Security on the relevant record date to receive interest on the relevant Interest Payment Date as provided in Section 10.04 of the Indenture).
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Related to Optional Redemption; Purchases upon Change of Control Triggering Event

  • Change of Control Triggering Event (a) If a Change of Control Triggering Event occurs, unless the Company has exercised its option to redeem the Offered Securities, it shall be required to make an offer (a “Change of Control Offer”) to each Holder of the Offered Securities to repurchase, at the Holder’s election, all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities on the terms set forth herein. In a Change of Control Offer, the Company shall be required to offer payment in cash equal to 101% of the aggregate principal amount of Offered Securities repurchased, plus accrued and unpaid interest, if any, on the Offered Securities repurchased to the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed to the Trustee and to the Holders of the Offered Securities describing in reasonable detail the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Offered Securities on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. (b) In order to accept the Change of Control Offer, the Holder must deliver (or otherwise comply with alternative instructions in accordance with the procedures of the Depositary) to the paying agent, at least five Business Days prior to the Change of Control Payment Date, its Offered Security together with the form entitled “Election Form” (which form is contained in the form of note attached hereto as Exhibit A) duly completed, or a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company in the United States setting forth: (i) the name of the Holder of such Offered Security; (ii) the principal amount of such Offered Security; (iii) the principal amount of such Offered Security to be repurchased; (iv) the certificate number or a description of the tenor and terms of such Offered Security; (v) a statement that the Holder is accepting the Change of Control Offer; and (vi) a guarantee that such Offered Security, together with the form entitled “Election Form” duly completed, will be received by the paying agent at least five Business Days prior to the Change of Control Payment Date. (c) Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of an Offered Security, but in that event the principal amount of such Offered Security remaining outstanding after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereof. (d) On the Change of Control Payment Date, the Company shall, to the extent lawful: (i) accept for payment all Offered Securities or portions of such Offered Securities properly tendered pursuant to the Change of Control Offer; (ii) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Offered Securities or portions of Offered Securities properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Offered Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Offered Securities or portions of Offered Securities being repurchased. (e) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party purchases all Offered Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Offered Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event. (f) The Company shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Offered Securities as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with this Section 1.3(3), the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1.3(3) by virtue of any compliance with such laws or regulations.