Optional Redemption Upon a Tax Event Sample Clauses

Optional Redemption Upon a Tax Event. If as a result of any change in or amendment to the laws (or any rules or regulations thereunder) of a Taxing Jurisdiction, or any amendment to or change in an official interpretation, administration or application of such laws, rules or regulations, or any treaties or related agreements to which the Taxing Jurisdiction is a party (including a holding by a court of competent jurisdiction), which change or amendment becomes effective or, in the case of a change in official position, is announced on or after the Issue Date (or if the Taxing Jurisdiction became a Taxing Jurisdiction on a later date, such later date), (i) the Issuer or any successor to the Issuer has or will become obligated to pay Additional Amounts or (ii) any of the Guarantors or any successor to any of the Guarantors has or will become obligated to pay Additional Amounts, in each case, in excess of the Additional Amounts, if any, that would have been payable on the date that the relevant Taxing Jurisdiction became a Taxing Jurisdiction, the Issuer or any successor to the Issuer may, at its option, redeem all, but not less than all, of the Notes, at a redemption price equal to 100% of their principal amount, together with accrued and unpaid interest to but excluding the date fixed for redemption (including any Additional Amounts which are then payable), upon publication of irrevocable notice to Holders not less than 30 days nor more than 60 days prior to the date fixed for redemption. No notice of such redemption may be given earlier than 60 days prior to the earliest date on which the Issuer, the Guarantors or a successor to the foregoing would, but for such redemption, become obligated to pay any such Additional Amounts were payment then due. For the avoidance of doubt, the Issuer or any successor to the Issuer shall not have the right to so redeem the Notes unless (a) it is or will become obligated to pay such Additional Amounts or (b) any of the Guarantors or any successor to any of the Guarantors is or will become obligated to pay such Additional Amounts. Notwithstanding the foregoing, the Issuer or any successor to the Issuer shall not have the right to so redeem the Notes unless it has taken reasonable measures (including without limitation, using reasonable measures to cause payment on the Notes to be made through a paying agent in a different jurisdiction or by the Issuer, its successor or another Subsidiary) to avoid the obligation to pay Additional Amounts. For the avoidance of d...
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Optional Redemption Upon a Tax Event. The Notes may be redeemed, in whole but not in part, at the Company’s option, subject to applicable Argentine laws, at a redemption price equal to 100% of the Outstanding principal amount of the Notes, plus accrued and unpaid interest (including Additional Amounts, if any) to the redemption date, if the Company has or will become obligated to pay Additional Amounts on or in respect of the Notes as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of any Relevant Jurisdiction, or any change in the official application, administration or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction) in any Relevant Jurisdiction, if such change or amendment occurs on or after the date of this Indenture and such obligation cannot be avoided by the Company taking commercially reasonable measures available to it; provided that no such notice of redemption will be given earlier than 60 days prior to the earliest date on which the Company would be obligated to pay Additional Amounts; and provided further, that commercially reasonable measures shall be understood not to include any change in the Company’s jurisdiction of incorporation or organization or location of the Company’s principal executive office or registered office. Prior to the giving of notice of redemption of Notes pursuant to this Indenture, the Company shall deliver to the Trustee an Officer’s Certificate to the effect that the Company is or at the time of the redemption will be entitled to effect such a redemption pursuant to this Indenture, and setting forth in reasonable detail the circumstances giving rise to such right of redemption. The Officer’s Certificate shall be accompanied by a written opinion of recognized counsel in the Relevant Jurisdiction independent of the Company to the effect that the Company is, or is expected to become, obligated to pay Additional Amounts as a result of a change or amendment, as described above.
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Optional Redemption Upon a Tax Event. The Company may, at its sole option, subject to the BMA Redemption Requirements, redeem the Notes, at any time, in whole but not in part, following the occurrence of a Tax Event at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest on the Notes to, but excluding, the Redemption Date. If the Company elects to redeem the Notes under this provision, the Company will provide notice of any redemption at least 30 days but not more than 60 days before the Redemption Date to the Trustee and the Holders of the Notes in accordance with the provisions of Section 3.05, Section 3.06 and Section 10.02 of this Indenture. Interest on the Notes will cease to accrue as of the Redemption Date unless the Company defaults in the payment of the redemption price set forth in this Section 3.04.
Sample 1
Optional Redemption Upon a Tax Event. Subject to the rights of Holders set forth in Section 10.1 and the provisions of this Article, the Company may, upon giving such notice to Holders as provided in Section 3.3, elect to redeem the Securities outstanding at any time as a whole but not in part for cash at a Redemption Price equal to 100% of their Accreted Principal Amount on the Redemption Date plus, accrued and unpaid interest (including Stated Interest, Contingent Interest and Deferred Interest), if any, thereon up to but not including the Redemption Date plus, with respect to any Security or any portion thereof redeemed on a Redemption Date that occurs prior to March 6, 2007, a Treasury Make-Whole Premium, if a Tax Event has occurred and the Tax Event Conversion Value of the Securities on any Trading Day within the five Trading Days immediately preceding the date on which the notice of such redemption is given in accordance with Section 3.3 exceeds their Accreted Principal Amount by at least 10%. A “Tax Event” shall be deemed to have occurred if the Company shall have received an opinion from independent tax counsel experienced in such matters to the effect that, on or after December 15, 2004 as a result of (i) any amendment to, or change (including any announced prospective change) in, the laws (or rules or regulations thereunder) of the United States or any political subdivision or taxing authority of, or in, the United States; or (ii) any amendment to, or change in, an interpretation or application of those laws, rules or regulations by any legislative body, court, governmental agency or regulatory authority, in each case which amendment or change is enacted, promulgated, issued or announced or which interpretation is issued or announced or which action is taken, on or after December 15, 2004, there is more than an insubstantial risk (x) that the amount of interest deductible by the Company for United States federal income tax purposes with respect to the Securities either (1) would not be based on the treatment of the Securities as contingent payment debt instruments or (2) would not be calculated using a comparable yield equal to or greater than 9.917% per annum, or (y) that the Company would not be entitled to deduct interest on the Securities (in whole or in part) for any reason.
Sample 1
Optional Redemption Upon a Tax Event. The Notes may be redeemed, in whole but not in part, at the Issuer’s option, subject to applicable Bermuda law, at a redemption price equal to 100% of the outstanding principal amount of the Notes, plus accrued and unpaid interest (including Additional Amounts, if any) to (but excluding) the redemption date, if the Issuer has or will become obligated to pay Additional Amounts in respect of interest received on the Notes with respect to Taxes, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of Bermuda, Chile or Spain or any political subdivision or taxing authority thereof or therein, or any change in the official application, administration or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction) in Bermuda, Chile or Spain, or any other jurisdiction with the power to impose, levy or assess Taxes in respect of payments on the Notes, if such change or amendment occurs on or after the date of this Indenture and such obligation cannot be avoided by the Issuer taking reasonable measures available to it; provided that no notice of redemption pursuant to this Section 3.04 will be given earlier than 60 days prior to the earliest date on which the Issuer, as applicable, would be obligated to pay such Additional Amounts, were a payment in respect of the Notes then due. Prior to the giving of notice of redemption of Notes pursuant to this Indenture, the Issuer will deliver to the Trustee an Officers’ Certificate to the effect that the Issuer is or at the time of the redemption will be entitled to effect such a redemption pursuant to this Indenture, and setting forth in reasonable detail the circumstances giving rise to such right of redemption. The Officers’ Certificate shall be accompanied by a written opinion of recognized Bermuda, Chile or Spain counsel, as applicable, independent of the Issuer to the effect, among other things, that:
Sample 1
Optional Redemption Upon a Tax Event. Subject to the BMA Redemption Requirements, the Issuer may, at its option, redeem the Notes, in whole but not in part, at any time, at a redemption price equal to 100% of the principal amount, plus accrued and unpaid interest, if any, on such Notes to, but excluding, such redemption date, after the occurrence of a Tax Event.
Sample 1
Optional Redemption Upon a Tax Event. Subject to Section 4.07, the Company may, at its sole option, redeem the Notes, at any time, in whole but not in part, following the occurrence of a Tax Event at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest on the Notes to, but excluding, the Redemption Date.
Sample 1
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Related to Optional Redemption Upon a Tax Event

  • Tax Event Redemption Upon the occurrence of a Tax Event Redemption prior to the successful remarketing of the Notes, the Company may elect to instruct in writing the Collateral Agent to apply, and upon such written instruction, the Collateral Agent shall apply, out of the aggregate Redemption Price for the Notes that are components of Normal Units, an amount equal to the aggregate Tax Event Redemption Principal Amount for the Notes that are components of Normal Units to purchase on behalf of the Holders of Normal Units the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Agent for payment to the Holders of such Normal Units. The Treasury Portfolio will be substituted for the Pledged Notes, and will be pledged to the Collateral Agent in accordance with the terms of the Pledge Agreement to secure the obligation of each Holder of a Normal Unit to purchase the Common Stock under the Purchase Contract constituting a part of such Normal Unit. Following the occurrence of a Tax Event Redemption prior to a successful remarketing of the Notes, the Holders of Normal Units and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as the Holder of Normal Units and the Collateral Agent had in respect of the Notes, as the case may be, subject to the Pledge thereof as provided in Articles II, III, IV, V and VI of the Pledge Agreement, and any reference herein or in the Certificates to the Note shall be deemed to be a reference to such Treasury Portfolio and any reference herein or in the Certificates to interest on the Notes shall be deemed to be a reference to corresponding distributions on the Treasury Portfolio. The Company may cause to be made in any Normal Unit Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Notes as collateral. The Company shall cause notice of any Tax Event Redemption to be mailed, at least 30 calendar days but not more than 60 calendar days before such Tax Event Redemption Date, to each Holder of Notes to be redeemed at its registered address. Upon the occurrence of a Tax Event Redemption after the successful remarketing of the Notes, the Redemption Price will be payable in cash to the holders of the Notes.

  • Payment Upon Redemption (a) If the giving of notice of redemption shall have been completed as above provided, the Securities or portions of Securities of the series to be redeemed specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable redemption price, together with interest accrued to the date fixed for redemption and interest on such Securities or portions of Securities shall cease to accrue on and after the date fixed for redemption, unless the Company shall default in the payment of such redemption price and accrued interest with respect to any such Security or portion thereof. On presentation and surrender of such Securities on or after the date fixed for redemption at the place of payment specified in the notice, said Securities shall be paid and redeemed at the applicable redemption price for such series, together with interest accrued thereon to the date fixed for redemption (but if the date fixed for redemption is an interest payment date, the interest installment payable on such date shall be payable to the registered holder at the close of business on the applicable record date pursuant to Section 2.03).

  • Repurchase at Option of Holders Upon a Fundamental Change (a) If a Fundamental Change occurs at any time prior to the Maturity Date, each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes, or any portion of the principal amount thereof properly surrendered and not validly withdrawn pursuant to Section 15.03 that is equal to $1,000 or a multiple of $1,000, on the date (the “Fundamental Change Repurchase Date”) specified by the Company that is not less than 20 or more than 35 Business Days following the date of the Fundamental Change Company Notice at a repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), unless the Fundamental Change Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest to the Holder of record as of such Regular Record Date, and the Fundamental Change Repurchase Price shall be equal to 100% of the principal amount of Notes to be repurchased pursuant to this Article 15. Any Notes so repurchased by the Company shall be paid for in cash.

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