Common use of Optional Redemption Clause in Contracts

Optional Redemption. (1) Except as set forth in clauses (2) to (4) of this Section 5, the Notes shall not be redeemable at the option of the Company prior to October 15, 2024. Beginning on October 15, 2024, the Company may redeem all or a part of the Notes, at once or over time, in accordance with Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon on the Notes redeemed, to (but excluding) the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period commencing on October 15 of the years indicated below: 2024 102.25 % 2025 101.50 % 2026 100.75 % 2027 and thereafter 100.00 % (2) At any time prior to October 15, 2022, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes issued under the Indenture, in accordance with Section 3.03 of the Indenture, at a redemption price (expressed as a percentage of principal amount) equal to 104.50% of the principal amount thereof, plus accrued and unpaid interest thereon to (but excluding) the redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date) with the net cash proceeds of one or more Equity Offerings; provided, however, that (i) at least 60% of the aggregate principal amount of the Notes issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remain outstanding immediately following such redemption and (ii) any such redemption occurs within 90 days of the date of the closing of any such Equity Offering. (3) If the Company becomes obligated to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date, the Company may, at any time, redeem all, but not part, of the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to (but excluding) the redemption date, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes may, to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture. (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, at a redemption price equal to the greater of (a) the Canada Yield Price and (b) 100% of the aggregate principal amount of Notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to (but excluding) the redemption date. (5) Any prepayment pursuant to this Section 5 shall be made in accordance with the provisions of Sections 3.01 through 3.06 of the Indenture.

Appears in 2 contracts

Sources: Indenture (Quebecor Media Inc), Indenture (Videotron Ltee)

Optional Redemption. (a) At any time prior to January 15, 2009, the Company may at its option redeem all or part of the Notes upon not less than 30 nor more than 60 days' prior notice at a redemption price equal to the greater of (1) Except as set forth in clauses 100% of the principal amount of the Notes being redeemed and (2) as determined by the Quotation Agent, the sum of the present values of 104% of the principal amount of the Notes being redeemed, plus all scheduled payments of interest on such Notes to and including January 15, 2009 (4but not including accrued and unpaid interest to the redemption date), in each case discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 50 basis points, together in each case with accrued and unpaid interest and Special Interest, if any, to the applicable redemption date. (b) At any time prior to July 15, 2006, the Company may at its option on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 108% of the principal amount, plus accrued and unpaid interest and Special Interest, if any, to 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 Notes issued on the date of this Section 5Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (2) the redemption occurs within 120 days of the date of the closing of such Equity Offering. (c) Except pursuant to Sections 3.07(a) or (b) above, the Notes shall not be redeemable at the Company's option of the Company prior to October January 15, 2024. Beginning on October 2009. (d) On or after January 15, 20242009, the Company may redeem all or a part of the Notes, at once or over time, in accordance with Section 3.03 of the IndentureNotes upon not less than 30 nor more than 60 days' prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below, below plus accrued and unpaid interest thereon and Special Interest, if any, on the Notes redeemed, to (but excluding) the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date)date, if redeemed during the twelve-month period commencing beginning on October January 15 of the years indicated below: 2024 102.25 Year Percentage ---- ---------- 2009......................................... 104.000% 2025 101.50 2010......................................... 102.667% 2026 100.75 2011......................................... 101.333% 2027 2012 and thereafter 100.00 thereafter.......................... 100.000% (2e) At any time prior Any redemption pursuant to October 15, 2022, the Company may on any one or more occasions redeem up this Section 3.07 shall be made pursuant to 40% of the aggregate principal amount of the Notes issued under the Indenture, in accordance with Section 3.03 of the Indenture, at a redemption price (expressed as a percentage of principal amount) equal to 104.50% of the principal amount thereof, plus accrued and unpaid interest thereon to (but excluding) the redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date) with the net cash proceeds of one or more Equity Offerings; provided, however, that (i) at least 60% of the aggregate principal amount of the Notes issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remain outstanding immediately following such redemption and (ii) any such redemption occurs within 90 days of the date of the closing of any such Equity Offering. (3) If the Company becomes obligated to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date, the Company may, at any time, redeem all, but not part, of the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to (but excluding) the redemption date, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes may, to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture. (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, at a redemption price equal to the greater of (a) the Canada Yield Price and (b) 100% of the aggregate principal amount of Notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to (but excluding) the redemption date. (5) Any prepayment pursuant to this Section 5 shall be made in accordance with the provisions of Sections 3.01 through 3.06 of the Indenturehereof.

Appears in 2 contracts

Sources: Indenture (Georgia Pacific Corp), Indenture (Georgia Pacific Corp)

Optional Redemption. (a) At any time prior to January 15, 2024, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes at a redemption price of 105.000% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that: (1) Except as set forth in clauses at least 65% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 45 days of the date of the closing of such Equity Offering. Any redemption notice given in respect of the redemption referred to (4) in the preceding paragraph may be given prior to completion of this Section 5the related Equity Offering, the Notes shall not be redeemable and any such redemption or notice may, at the option discretion of the Company Company, be subject to the satisfaction of one or more conditions precedent, including the completion of the Equity Offering. (b) At any time prior to October 15, 2024. Beginning on October January 15, 2024, the Company may redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at once or over time, in accordance with Section 3.03 a redemption price equal to 100% of the Indentureprincipal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest to, the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. Any such redemption and notice may, at the discretion of the Company, be subject to satisfaction of one or more conditions precedent. (c) Except pursuant to the two preceding paragraphs and the provisions under Section 3.10 and Section 3.11 hereof, the Notes will not be redeemable at the Company’s option prior to January 15, 2024. (d) On or after January 15, 2024, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of the principal amount) set forth below, below plus accrued and unpaid interest thereon interest, if any, on the Notes redeemed, to (but excluding) the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date)date, if redeemed during the twelveperiods indicated below, subject to the rights of holders of the Notes on the relevant record date to receive interest on the relevant interest payment date: Twelve-month period commencing on October 15 or after January 15, 2024 102.500 % Twelve-month period on or after January 15, 2025 101.250 % On or after January 15, 2026 100.000 % Unless the Company defaults in the payment of the years indicated below: 2024 102.25 % 2025 101.50 % 2026 100.75 % 2027 and thereafter 100.00 %redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (2e) At any time prior Any redemption pursuant to October 15this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through Section 3.06 hereof and may, 2022, at the Company may on any one or more occasions redeem up to 40% discretion of the aggregate principal amount of the Notes issued under the IndentureCompany, in accordance with Section 3.03 of the Indenture, at a redemption price (expressed as a percentage of principal amount) equal to 104.50% of the principal amount thereof, plus accrued and unpaid interest thereon to (but excluding) the redemption date (be subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date) with the net cash proceeds satisfaction of one or more Equity Offerings; conditions precedent. If such redemption is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and if applicable, shall state that, at the Company’s discretion, the redemption date may be delayed until such time (provided, however, that (iany delayed redemption date shall not be more than 60 days after the date the relevant notice of redemption was sent) at least 60% of as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the aggregate principal amount of the Notes issued under this Indenture (excluding Notes held event that any or all such conditions shall not have been satisfied by the Company and its Subsidiaries) remain outstanding immediately following such redemption and (ii) any such date or by the redemption occurs within 90 days of the date of the closing of any such Equity Offering. (3) If the Company becomes obligated to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Dateas delayed. In addition, the Company may, at any time, redeem all, but not part, may provide in such notice that payment of the Notes at a redemption price equal to 100% and performance of the principal amount thereof, plus accrued and unpaid interest to (but excluding) the redemption date, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes may, to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture obligations with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company redemption may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenturebe performed by another Person. (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, at a redemption price equal to the greater of (a) the Canada Yield Price and (b) 100% of the aggregate principal amount of Notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to (but excluding) the redemption date. (5) Any prepayment pursuant to this Section 5 shall be made in accordance with the provisions of Sections 3.01 through 3.06 of the Indenture.

Appears in 2 contracts

Sources: Indenture (STUDIO CITY INTERNATIONAL HOLDINGS LTD), Indenture (Melco Resorts & Entertainment LTD)

Optional Redemption. (1) Except as set forth in clauses (2) At any time prior to (4) of this Section 5February 15, 2023, the Notes shall not be redeemable at the option of the Company prior to October 15, 2024. Beginning on October 15, 2024, the Company Issuer may redeem all or a part portion of the Notes, at once or over time, in accordance with Section 3.03 a redemption price equal to 100% of the Indentureprincipal amount of the Notes redeemed plus the Applicable Premium as of, at the redemption prices (expressed as percentages of principal amount) set forth below, plus and accrued and unpaid interest thereon on the Notes redeemedinterest, to (if any, to, but excluding) , the applicable redemption date Redemption Date (subject to the right rights of Holders of record of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period commencing on October 15 of the years indicated below: 2024 102.25 % 2025 101.50 % 2026 100.75 % 2027 . On and thereafter 100.00 % (2) At any time prior to October after February 15, 20222023, the Company Issuer may on any one redeem the Notes, in whole or more occasions redeem up to 40% in part, at the following redemption prices (expressed as percentages of the aggregate principal amount of the Notes issued under the Indenture, in accordance with Section 3.03 of the Indenture, at a redemption price (expressed as a percentage of principal amountto be redeemed) equal to 104.50% of the principal amount thereofset forth below, plus accrued and unpaid interest thereon to (thereon, if any, to, but excluding) , the redemption date (applicable Redemption Date, subject to the right of Holders of record of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date) , if redeemed during the twelve-month period beginning on February 15 of each of the years indicated below: 2023 103.063 % 2024 101.531 % 2025 and thereafter 100.000 % In addition, until February 15, 2023, the Issuer may, at its option, on one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 106.125% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds of one or more Equity OfferingsOfferings to the extent such net cash proceeds are received by or contributed to the Issuer; provided, however, provided that (i) at least 60% of the aggregate principal amount of the Notes issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remain outstanding immediately following such redemption and (ii) any such redemption occurs within 90 days of the date of the closing of any such Equity Offering. (3) If the Company becomes obligated to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date, the Company may, at any time, redeem all, but not part, of the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to (but excluding) the redemption date, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes may, to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture. (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, at a redemption price equal to the greater of (a) the Canada Yield Price and (b) 100% sum of the aggregate principal amount of Notes to be redeemedoriginally issued under the Indenture (including any Additional Notes issued under the Indenture after the Issue Date) remains outstanding immediately after the occurrence of each such redemption; provided, plusfurther, in that each case, accrued and unpaid interest thereon to (but excluding) such redemption occurs within 120 days of the date of closing of each such Equity Offering. Any redemption date. (5) Any prepayment pursuant to this Section 5 shall be made in accordance with pursuant to the provisions of Sections 3.01 through 3.06 Section 3.07 of the Indenture.

Appears in 2 contracts

Sources: Indenture (Arconic Rolled Products Corp), Indenture (Arconic Inc.)

Optional Redemption. (1a) Except as set forth in clauses subparagraphs (2b), (c) to and (4d) of this Section Paragraph 5, the Notes Issuers shall not be redeemable at have the option of to redeem the Company Notes prior to October 15June 1, 20242017. Beginning on October 15On or after June 1, 20242017, the Company may Issuers shall have the option to redeem all or a part of the Notes, in whole or in part at once or over any time, upon prior notice as set forth in accordance with Section 3.03 of the IndentureParagraph 8, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon on the Notes redeemedand Additional Interest, if any, to (but excluding) the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date record date to receive interest due on the relevant an Interest Payment DateDate that is on or prior to the redemption date), if redeemed during the twelve-month period commencing beginning on October 15 June 1 of the years indicated below: 2024 102.25 2017 103.313 % 2025 101.50 2018 101.656 % 2026 100.75 % 2027 2019 and thereafter 100.00 100.000 % (2b) At Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to October 15June 1, 20222016, the Company Issuers may on any one or more occasions redeem up to 4035% of the aggregate principal amount of the Notes (including any Additional Notes) issued under the Indenture, in accordance with Section 3.03 of the Indenture, Indenture at a redemption price (expressed as a percentage of principal amount) equal to 104.50106.625% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, thereon to (but excluding) the redemption date (subject to the right of Holders of record on the relevant Regular Record Date record date to receive interest due on the relevant an Interest Payment Date) Date that is on or prior to the redemption date), with the net cash proceeds of one or more Equity OfferingsOfferings by the Company; provided, however, provided that (i) at least 6065% of the aggregate principal amount of the Notes (including any Additional Notes) originally issued under this the Indenture (excluding any Notes held by the Company and its Subsidiaries) remain remains outstanding immediately following after the occurrence of each such redemption and (ii) any each such redemption occurs within 90 180 days of the date of the closing of any each such Equity Offering. (3c) If the Company becomes obligated Prior to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing AuthorityJune 1, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date2017, the Company may, at any time, Issuers may redeem all, but not part, all or part of the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to (but excluding) the redemption date, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes may, to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture. (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, at a redemption price equal to the greater sum of (a1) the Canada Yield Price and (b) 100% of the aggregate principal amount of Notes to be redeemedthereof, plus, in each case, plus (2) accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders on the relevant record date to receive interest thereon due on an interest payment date that is on or prior to the redemption date), plus (but excluding3) the Make Whole Premium at the redemption date. (5d) Any prepayment pursuant The Notes may also be redeemed, as a whole, following certain Change of Control Offers, at the redemption price and subject to this the conditions set forth in Section 5 shall be made in accordance with the provisions of Sections 3.01 through 3.06 4.15(f) of the Indenture.

Appears in 2 contracts

Sources: Indenture (Legacy Reserves Inc.), Indenture (Legacy Reserves Lp)

Optional Redemption. (1) Except The Company may not redeem Preference Shares prior to October 1, 2024, except as set forth provided in clauses (2Sections 7(a)(2), 7(a)(3), 7(a)(4) to (4) of this Section 5and 7(a)(5). On October 1, 2024 and at any time thereafter, the Notes Preference Shares shall not be redeemable at the option Company’s option, subject to compliance with Bermuda law, in whole or from time to time in part, upon notice given as provided in Section 7(c), at a cash redemption price equal to $25,000 per Preference Share, plus an amount equal to the portion of the Company prior quarterly dividend attributable to October 15the then-current dividend period, 2024. Beginning on October 15if any, 2024to, but excluding, the Company may redeem all or a part Redemption Date, without accumulation of the Notes, at once or over time, in accordance with Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon on the Notes redeemed, to (but excluding) the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period commencing on October 15 of the years indicated below: 2024 102.25 % 2025 101.50 % 2026 100.75 % 2027 and thereafter 100.00 %any undeclared dividends. (2) At any time prior to October 151, 20222024, if (i) the Company submits to the holders of its Ordinary Shares a proposal for an amalgamation or merger, or (ii) if the Company submits any proposal for any other matter that requires, as a result of any change in Bermuda law after August 6, 2019, for its validation or effectuation an affirmative vote of the holders of the Preference Shares at the time in issue, whether voting as a separate series or together with any other series or class of preference shares as a single class, the Company may on any one or more occasions shall have the option, subject to compliance with Bermuda law, upon notice given as provided in Section 7(c), to redeem up to 40% all of the aggregate principal issued Preference Shares at a cash redemption price of $26,000 per Preference Share, plus an amount equal to the portion of the Notes issued quarterly dividend attributable to the then-current dividend period, if any, to, but excluding, the Redemption Date, without accumulation of any undeclared dividends; provided that no such redemption shall occur prior to October 1, 2024 unless (1) the Company has sufficient funds in order to meet the Enhanced Capital Requirement and the BMA approves of the redemption or (2) the Company replaces the capital represented by Preference Shares to be redeemed with capital having equal or better capital treatment as the Preference Shares under the IndentureEnhanced Capital Requirement (the conditions described in clauses (1) and (2), the “Redemption Requirements”). (3) At any time prior to October 1, 2024, the Preference Shares shall be redeemable at the Company’s option, subject to compliance with Bermuda law, in accordance with whole or from time to time in part, upon notice given as provided in Section 3.03 of the Indenture7(c), at a cash redemption price (expressed as a percentage of principal amount) equal to 104.50% $25,000 per Preference Share, plus an amount equal to the portion of the principal amount thereofquarterly dividend attributable to the then-current dividend period, plus accrued and unpaid interest thereon to (if any, to, but excluding) , the redemption date (subject to the right Redemption Date, without accumulation of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date) with the net cash proceeds of one or more Equity Offerings; providedany undeclared dividends, however, that (i) at least 60% of the aggregate principal amount of the Notes issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remain outstanding immediately following such redemption and (ii) any such redemption occurs time within 90 days of the date of the closing of any such Equity Offering. (3) If on which the Company becomes obligated to pay has reasonably determined that, as a result of (i) any Additional Amounts because of a amendment to, or change in in, the laws or regulations of Canada Bermuda that is enacted or becomes effective after the Issue Date; (ii) any Canadian Taxing Authorityproposed amendment to, or a change in any official position regarding the application in, those laws or interpretation thereof, in either case regulations that is publicly announced or becomes effective on after the Issue Date; or (iii) any official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws or regulations that is announced after the Issue Date, a Capital Disqualification Redemption Event has occurred; provided that any such redemption in part may only be made if (x) the Company may, at any time, redeem all, but not part, has reasonably determined that the portion of the Notes at a price equal Preference Shares to 100% be redeemed are the subject of the principal amount thereofCapital Disqualification Redemption Event and (y) after giving effect to such redemption, plus accrued and unpaid interest to (but excluding) the redemption date, provided Company has reasonably determined that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes may, to the extent that it does a Capital Disqualification Redemption Event will not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture exist with respect to the then-issued Preference Shares and such Holder’s Notes; provided, further, that if any Holder waives such compliance, redemption will not result in the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) suspension or removal of the IndenturePreference Shares from listing on the New York Stock Exchange; provided further that no such redemption may occur prior to October 1, 2024 unless one of the Redemption Requirements is satisfied. (4) Prior At any time prior to October 151, 2024, the Company may redeem Preference Shares shall be redeemable at the NotesCompany’s option, subject to compliance with Bermuda law, in whole or from time to time in part, upon notice given as provided in accordance with Section 3.03 of the Indenture7(c), at a cash redemption price equal to $25,000 per Preference Share, plus an amount equal to the greater of (a) the Canada Yield Price and (b) 100% portion of the aggregate principal amount of Notes quarterly dividend attributable to be redeemedthe then-current dividend period, plusif any, in each caseto, accrued and unpaid interest thereon to (but excluding) , the Redemption Date, without accumulation of any undeclared dividends, at any time following the occurrence of a Tax Event; provided that no such redemption datemay occur prior to October 1, 2024 unless one of the Redemption Requirements is satisfied. (5) Any prepayment At any time prior to October 1, 2024, the Preference Shares shall be redeemable at the Company’s option, subject to compliance with Bermuda law, in whole, upon notice given as provided in Section 7(c), at a cash redemption price of $25,500 per Preference Share, plus an amount equal to the portion of the quarterly dividend attributable to the then-current dividend period, if any, to, but excluding, the Redemption Date, without accumulation of any undeclared dividends, within 90 days after the occurrence of a Rating Agency Event; provided that no such redemption may occur prior to October 1, 2024 unless one of the Redemption Requirements is satisfied. (6) Unless dividends on all issued Preference Shares and all Parity Stock shall have been declared and paid (or declared and a sum sufficient for the payment thereof set apart for payment) for the latest completed Dividend Period on all issued Preference Shares and the latest completed dividend period on all issued Parity Stock, no Preference Shares or any Parity Stock shall be redeemed, purchased or otherwise acquired by the Company unless all issued Preference Shares and any Parity Stock are redeemed (or purchased or otherwise acquired); provided, that the Company may acquire fewer than all of the issued Preference Shares or Parity Stock pursuant to this Section 5 a written purchase or exchange offer made to all holders of issued Preference Shares and Parity Stock upon such terms as the Board of Directors in its sole discretion, after consideration of the respective annual dividend rate and other relative rights and preferences of the respective classes or series, shall determine (which determination shall be made final and conclusive) will result in accordance with fair and equitable treatment among the provisions of Sections 3.01 through 3.06 of the Indenturerespective classes or series.

Appears in 2 contracts

Sources: Deposit Agreement (Aspen Insurance Holdings LTD), Deposit Agreement (Aspen Insurance Holdings LTD)

Optional Redemption. (1a) Except as set forth in clauses (2) to (4) of this Section 5, the The Notes shall will not be redeemable at the Company's option prior to _____________. The Notes may be redeemed, in whole or in part, at the option of the Company prior to October 15, 2024. Beginning on October 15, 2024, the Company may redeem all or a part of the Notes, at once or over time, in accordance with Section 3.03 of the Indentureafter _____________, at the redemption prices specified below (expressed as percentages of the principal amount) set forth belowamount thereof), plus in each case, together with accrued and unpaid interest thereon on the Notes redeemedinterest, to (but excluding) the applicable redemption date (subject hereon to the right date of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date)redemption, upon not less than 30 nor more than 60 days' notice, if redeemed during the twelve-month period commencing beginning on October 15 ___________ of the years indicated below: 2024 102.25 % 2025 101.50 % 2026 100.75 % 2027 and thereafter 100.00 %REDEMPTION YEAR PRICE (2b) At any time Notwithstanding the foregoing, prior to October 15, 2022____________, the Company may may, on any one or more occasions occasions, use the net proceeds of one or more offerings of its capital stock to redeem up to 40__% of the aggregate principal amount of the Notes all notes that had been issued under the Indenture, in accordance with Section 3.03 Indenture up to the time of the Indenture, redemption at a redemption price (expressed as a percentage of principal amount) equal to 104.50__% of the principal amount thereofof the notes redeemed, plus accrued and unpaid interest thereon to (but excluding) the redemption date (subject interest, to the right date of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date) with the net cash proceeds of one or more Equity Offeringsredemption; providedprovided that, howeverafter any such redemption, that (i) at least 60% of the aggregate principal amount of the Notes issued under this Indenture outstanding (excluding Notes held by the Company and its Subsidiaries) remain outstanding immediately following such redemption must equal at least __% of the Notes that had been issued under the Indenture up to the time of redemption; and (ii) provided further, that any such redemption occurs shall occur within 90 days of the date of the closing of any such Equity Offering. (3) If the Company becomes obligated to pay any Additional Amounts because offering of a change in the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date, the Company may, at any time, redeem all, but not part, Capital Stock of the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to (but excluding) the redemption date, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes may, to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture. (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, at a redemption price equal to the greater of (a) the Canada Yield Price and (b) 100% of the aggregate principal amount of Notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to (but excluding) the redemption date. (5) Any prepayment pursuant to this Section 5 shall be made in accordance with the provisions of Sections 3.01 through 3.06 of the Indenture.]

Appears in 2 contracts

Sources: Subordinated Indenture (Harleysville Group Inc), Senior Subordinated Indenture (Harleysville Group Inc)

Optional Redemption. (1a) Except as set forth in clauses (2) to (4) of this Section 5, the Notes shall not be redeemable at the option of the Company At any time prior to October 15, 2024. Beginning on October 15, 20242020, the Company Issuers may at their option and on one or more occasions redeem all or a part of the Notes, at once or over time, in accordance with upon notice as described under Section 3.03 hereof at a redemption price (as calculated by the Issuers) equal to the sum of (i) 100.00% of the Indenture, at the redemption prices (expressed as percentages principal amount of principal amount) set forth below, plus accrued and unpaid interest thereon on the Notes redeemed, to plus (ii) the Applicable Premium, plus (iii) accrued and unpaid interest, if any, to, but excluding) , the applicable redemption date (Redemption Date, subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period commencing on October 15 of the years indicated below: 2024 102.25 % 2025 101.50 % 2026 100.75 % 2027 and thereafter 100.00 %. (2b) At any time prior to October 15, 20222020, the Company may Issuers may, at their option and on any one or more occasions occasions, redeem up to 4040.00% of the aggregate principal amount of the Notes and Additional Notes issued under the Indenture, in accordance with Section 3.03 of the Indenture, this Indenture at a redemption price (expressed as a percentage of principal amountcalculated by the Company) equal to 104.50the sum of (i) 108.750% of the aggregate principal amount thereof, 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 Company, plus (ii) accrued and unpaid interest thereon to (thereon, if any, to, but excluding) , the redemption date (Redemption Date, subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date) with the net cash proceeds of one or more Equity Offerings; provided, however, provided that (ia) at least 6050.00% of the sum of the aggregate principal amount of Notes originally issued under this Indenture on the Issue Date and any Additional Notes issued under this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption (unless all such Notes are redeemed substantially concurrently) and (b) each such redemption occurs within 180 days of the date of closing of the applicable Equity Offering or contribution. (c) In connection with any Change of Control Offer, Alternate Offer or other tender offer to purchase all of the Notes, if Holders of not less than 90.00% of the aggregate principal amount of the then outstanding Notes issued under this Indenture (excluding validly tender and do not validly withdraw such Notes held by in such Change of Control Offer, Alternate Offer or other tender offer and the Company and its Subsidiaries) remain outstanding immediately following Issuers purchase, or any third party making such redemption and (ii) any such redemption occurs within 90 days Change of Control Offer, Alternate Offer or other tender offer in lieu of the date of the closing of any such Equity Offering. (3) If the Company becomes obligated to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing AuthorityIssuers purchases, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date, the Company may, at any time, redeem all, but not part, all of the Notes validly tendered and not validly withdrawn by such Holders, the Issuers or such third party will have the right upon not less than 10 days’ nor more than 60 days’ notice, given not more than 60 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a price equal to 100% the price offered to each other Holder in such Change of the principal amount thereofControl Offer, plus accrued and unpaid interest to (but excluding) the redemption dateAlternate Offer or other tender offer, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes mayplus, to the extent that it does not adversely affect included in the Company’s after-tax positionChange of Control Offer, at its optionAlternate Offer or other tender offer payment, waive accrued and unpaid interest, if any, thereon, to, but excluding, the Company’s compliance with Redemption Date (subject to the provisions of Section 4.20 right of the Indenture with respect Holders of record on the relevant Record Date to such Holder’s Notes; provided, further, receive interest due on an Interest Payment Date that if any Holder waives such compliance, is on or prior to the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the IndentureRedemption Date). (4d) Prior Except pursuant to clause (a), (b) or (c) of this Section 3.07, the Notes will not be redeemable at the Issuers’ option prior to October 15, 20242020. (e) On and after October 15, 2020, the Company Issuers may at their option and on one or more occasions redeem the Notes, in whole or in part, upon notice in accordance with Section 3.03 of the Indenturehereof, at a the redemption price equal to the greater prices (expressed as percentages of (a) the Canada Yield Price and (b) 100% of the aggregate principal amount of the Notes to be redeemed) set forth below, plus, in each case, plus accrued and unpaid interest thereon to (interest, if any, to, but excluding) , the redemption date.Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the periods indicated below: October 15, 2020 to October 14, 2021 106.563 % October 15, 2021 to April 14, 2022 104.375 % April 15, 2022 and thereafter 100.000 % (5f) Any prepayment redemption pursuant to this Section 5 3.07 shall be made in accordance with the provisions of pursuant to Sections 3.01 through 3.06 3.06. (g) In addition to any redemption pursuant to this Section 3.07, the Issuers or their Affiliates may at any time and from time to time acquire Notes by means other than a redemption, whether by tender offer, in the open market, negotiated transaction or otherwise. (h) Any notice of redemption made in connection with a related transaction or event (including an Equity Offering, contribution, Change of Control, Asset Sale or other transaction) may, at the Issuers’ discretion, be given prior to the completion or the occurrence thereof, and any such redemption or notice may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, the completion or occurrence of the Indenturerelated transaction or event, as the case may be.

Appears in 2 contracts

Sources: Indenture (Vine Energy Inc.), Indenture (Vine Resources Inc.)

Optional Redemption. (1) Except as set forth in clauses (2) to (4) of this Section 5below, the Notes Company shall not be redeemable entitled to redeem the Notes at the its option of the Company prior to October July 15, 2024. Beginning on October 2008. (a) On and after July 15, 20242008, the Company may shall be entitled at its option to redeem all or a part portion of the Notes, at once or over time, in accordance with Section 3.03 of the IndentureNotes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as in percentages of principal amount) set forth belowamount on the redemption date), plus accrued and unpaid interest thereon on the Notes redeemedthereon, if any, to (but excluding) the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date), if redeemed during the twelve12-month period commencing on October July 15 of the years indicated set forth below: 2024 102.25 % 2025 101.50 % 2026 100.75 % 2027 and thereafter 100.00 % (2) At any time prior to October In addition, before July 15, 20222006, the Company may at its option on any one or more occasions redeem up Notes (which includes Additional Notes, if any) in an aggregate principal amount not to 40exceed 35% of the aggregate principal amount of the Notes (which includes Additional Notes, if any) originally issued under the Indenture, in accordance with Section 3.03 of the Indenture, at a redemption price (expressed as a percentage of principal amount) equal to 104.50% of the principal amount thereof109.5%, plus accrued and unpaid interest thereon to (but excluding) the redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date) date, with the net cash proceeds of Net Cash Proceeds from one or more Qualified Equity Offerings; providedPROVIDED, howeverHOWEVER, that (i1) at least 6065% of the such aggregate principal amount of Notes (which excludes Additional Notes, if any) remains outstanding immediately after the occurrence of each such redemption (other than Notes issued under this Indenture (excluding Notes held held, directly or indirectly, by the Company and or its SubsidiariesAffiliates); (2) remain outstanding immediately following such redemption and (ii) any each such redemption occurs within 90 60 days of after the date of the closing related Qualified Equity Offering; and (3) if the Qualified Equity Offering is an offering by Parent or Holdings, a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any such Equity OfferingNotes is contributed to the equity capital of the Company or used to acquire from the Company Capital Stock (other than Disqualified Stock) of the Company. (3b) If At any time on or prior to the Company becomes obligated to pay any Additional Amounts because First Call Date, after the completion of a change in Change of Control Offer that was accepted by Holders of not less than 75% of the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue DateNotes then outstanding, the Company maymay redeem the Notes of any Holder who has not accepted the Change of Control Offer (the "UNTENDERED NOTES") upon not less than 30 nor more than 60 days' prior notice but in no event more than 90 days after the completion of such Change of Control Offer, mailed by first-class mail to each Holder's registered address, at any time, redeem all, but not part, of the Notes at a redemption price equal to 100% of the principal amount thereofof the Untendered Notes plus the Applicable Premium as of, plus and accrued and unpaid interest, if any, to, the date of redemption (the "CHANGE OF CONTROL REDEMPTION DATE"), except that installments of interest to (but excluding) the redemption date, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes may, which are due and payable on dates falling on or prior to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture. (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, at a applicable redemption price equal date will be payable to the greater Persons who were the Holders of (a) record at the Canada Yield Price and (b) 100% close of business on the aggregate principal amount of Notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to (but excluding) the redemption daterelevant record dates. (5) Any prepayment pursuant to this Section 5 shall be made in accordance with the provisions of Sections 3.01 through 3.06 of the Indenture.

Appears in 2 contracts

Sources: Indenture (Merisant Foreign Holdings I Inc), Indenture (Tabletop Holdings Inc)

Optional Redemption. (1a) Except as set forth in clauses (2) to (4) of this Section 5, the Notes The Company shall not be redeemable at have the option of the Company prior to October 15, 2024. Beginning on October 15, 2024, the Company may redeem all or a part of the Notes, at once or over time, in accordance with Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon on the Notes redeemed, to (but excluding) the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period commencing on October 15 of the years indicated below: 2024 102.25 % 2025 101.50 % 2026 100.75 % 2027 and thereafter 100.00 % (2) At any time prior to October 15, 2022, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes issued under the Indenture, in accordance with Section 3.03 of the Indenture, at a redemption price (expressed as a percentage of principal amount) equal to 104.50% of the principal amount thereof, plus accrued and unpaid interest thereon to (but excluding) the redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date) with the net cash proceeds of one or more Equity Offerings; provided, however, that (i) at least 60% of the aggregate principal amount of the Notes issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remain outstanding immediately following such redemption and (ii) any such redemption occurs within 90 days of the date of the closing of any such Equity Offering. (3) If the Company becomes obligated to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date, the Company may, at any time, redeem all, but not part, of the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to (but excluding) the redemption date, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes may, to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture. (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenturecash from time to time, upon not less than 30 days' nor more than 60 days' notice, prior to March 1, 2007 at a redemption price equal to the greater of (i) 104.875% of the principal amount of the Notes so redeemed, plus accrued and unpaid interest (and Liquidated Damages, if any) and (ii) the Make-Whole Premium, plus to the extent not included in the Make-Whole Premium, accrued and unpaid interest (and Liquidated Damages, if any) to, but not including, the redemption date. (b) The Notes shall be redeemable for cash at the option of the Company, in whole or in part, at any time on or after March 1, 2007, upon not less than 30 days nor more than 60 days prior notice mailed by first class mail to each Holder at its last registered address, at the following redemption prices (expressed as percentages of the principal amount) if redeemed during the 12-month period commencing March 1 of the years indicated below, in each case (subject to the right of Holders of record on a Record Date to receive the corresponding interest due (and the corresponding Liquidated Damages, if any) on the corresponding Interest Payment Date that is on or prior to such redemption date) together with accrued and unpaid interest (and Liquidated Damages, if any), thereon to the date of redemption of the Notes (the "Redemption Date"): 2007 104.875 % 2008 103.250 % 2009 101.625 % 2010 and thereafter 100.000 % (c) Notwithstanding the provisions of clauses (a) the Canada Yield Price and (b) 100of this Section, at any time or from time to time until March 1, 2005, upon one or more public equity offerings of the Parent's Qualified Capital Stock, up to 35% of the aggregate principal amount of the Notes issued pursuant to the Indenture (only as necessary to avoid any duplication, excluding any replacement Notes) may be redeemed at the Company's option within 90 days of such public equity offering, on not less than 30 days, but not more than 60 days, notice to each Holder of the Notes to be redeemed, pluswith cash in an amount not in excess of the Net Cash Proceeds of such public equity offering, in each caseat a redemption price equal to 109.750% of principal, together with accrued and unpaid interest thereon to and Liquidated Damages, if any, to, but not including, the Redemption Date; provided, however, that immediately following each such redemption not less than 65% of the aggregate principal amount of the Notes (but excludingin no event less than $100 million aggregate principal amount of the Notes) originally issued pursuant to the Indenture on the Issue Date remain outstanding (only as necessary to avoid any duplication, excluding any replacement Notes). (d) Notice of redemption shall be mailed by first class mail at least 30 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its registered address. Notes in denominations larger than $1,000 may be redeemed in part but only in integral multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. On and after the redemption date interest ceases to accrue on Notes or portions thereof called for redemption unless the Company defaults in such payments due on the redemption date. (5) Any prepayment pursuant to this Section 5 shall be made in accordance with the provisions of Sections 3.01 through 3.06 of the Indenture.

Appears in 2 contracts

Sources: Indenture (RFS Partnership Lp), Indenture (RFS Hotel Investors Inc)

Optional Redemption. (1a) Except as set forth in clauses (2) to (4) of this Section 5On or after February 11, the Notes shall not be redeemable at the option of the Company prior to October 15, 2024. Beginning on October 15, 20242021, the Company may redeem all or a part of the Notes, at once or over time, in accordance with Section 3.03 of the IndentureNotes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, below plus accrued and unpaid interest thereon interest, if any, on the Notes redeemed, to (but excluding) the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date)date, if redeemed during the twelveperiods indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Twelve-month period commencing on October 15 of the years indicated below: 2024 102.25 or after February 11, 2021 103.625 % 2025 101.50 Twelve-month period on or after February 11, 2022 101.813 % 2026 100.75 % 2027 and thereafter 100.00 On or after February 11, 2023 100.000 % (2b) At Notwithstanding the provisions of subparagraph (b) of this Paragraph (5), at any time prior to October 15February 11, 20222021, the Company may on any one or more occasions redeem up to 4035% of the aggregate principal amount of the Notes issued under the Indenture, in accordance with Section 3.03 of the Indenture, at a redemption price (expressed as a percentage of principal amount) equal to 104.50107.250% of the principal amount thereof, plus accrued and unpaid interest thereon and Additional Amounts, if any, to (but excluding) the redemption date (subject to the right rights of the Holders of record on the relevant Regular Record Date record date to receive interest due on the relevant Interest Payment Date) interest payment date), with the net cash proceeds of one or more Equity Offerings; provided, however, provided that (i) at least 6065% of the in aggregate principal amount of the Notes originally issued under this the Indenture (excluding Notes held by the Company and its Subsidiaries) remain remains outstanding immediately following after the occurrence of such redemption and (ii) any that such redemption occurs within 90 45 days of the date of the closing of any such Equity Offering. (3c) If the Company becomes obligated At any time prior to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing AuthorityFebruary 11, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date2021, the Company maymay also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at any time, redeem all, but not part, of the Notes at a redemption price equal to 100% of the principal amount thereofof the Notes redeemed plus the Applicable Premium as of, plus and accrued and unpaid interest to (but excluding) the redemption dateand Additional Amounts, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes mayif any, to the extent that it does not adversely affect the Company’s after-tax positiondate of redemption, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture. (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, at a redemption price equal subject to the greater rights of (a) Holders on the Canada Yield Price and (b) 100% of relevant record date to receive interest due on the aggregate principal amount of Notes to be redeemed, plus, in each case, accrued and unpaid relevant interest thereon to (but excluding) the redemption payment date. (5d) Any prepayment redemption pursuant to subparagraphs (a), (b) and (c) of this Section 5 shall be made in accordance with the provisions of Sections 3.01 through 3.06 of the Indenture.Paragraph

Appears in 2 contracts

Sources: Indenture (STUDIO CITY INTERNATIONAL HOLDINGS LTD), Indenture (Melco Resorts & Entertainment LTD)

Optional Redemption. (1) Except as set forth in clauses (2) to (4) of this Section 5, the Notes shall not be redeemable at the option of the Company prior to October 15, 2024. Beginning on October 15, 2024, the Company may redeem all or a part of the Notes, at once or over time, in accordance with Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon on the Notes redeemed, to (but excluding) the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period commencing on October 15 of the years indicated below: 2024 102.25 % 2025 101.50 % 2026 100.75 % 2027 and thereafter 100.00 % (2a) At any time prior to October January 15, 20222029, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes issued under the IndentureNotes, in accordance with Section 3.03 of the Indentureupon not less than 10 nor more than 60 days’ prior notice, at a redemption price (expressed as a percentage of principal amount) equal to 104.50105.750% of the principal amount thereofof the Notes redeemed, plus accrued and unpaid interest thereon interest, if any, to (but excluding) the redemption date (subject date, with an amount equal to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date) with the net cash proceeds of one or more Equity Offerings, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided, however, that provided that: (i1) at least 6050% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company Company, its Subsidiaries and its Subsidiariesparent entities) remain remains outstanding immediately following after the occurrence of such redemption and redemption; and (ii2) any such the redemption occurs within 90 180 days of the date of the closing of any such Equity Offeringequity offering. (3b) If the Company becomes obligated At any time prior to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing AuthorityJanuary 15, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date2029, the Company maymay on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at any time, redeem all, but not part, of the Notes at a redemption price equal to 100% of the principal amount thereofof the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the applicable redemption date, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to January 15, 2029. (d) On or after January 15, 2029, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest to (but excluding) the redemption dateinterest, provided that at any time that the aggregate principal amount of if any, on the Notes outstanding is greater than $20.0 million, any Holder of the Notes mayredeemed, to the extent that it does not adversely affect applicable date of redemption, if redeemed during the Company’s after12-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 month period beginning on January 15 of the Indenture with respect years indicated below, subject to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant rights of Holders on the relevant record date to Section 3.07(3) of receive interest on the Indenture.relevant interest payment date: 2029 102.875 % 2030 101.438 % 2031 and thereafter 100.000 % (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, at a redemption price equal to the greater of (a) the Canada Yield Price and (b) 100% of the aggregate principal amount of Notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to (but excluding) the redemption date. (5e) Any prepayment redemption pursuant to this Section 5 3.07 shall be made in accordance with pursuant to the provisions of Sections 3.01 through 3.06 hereof. (f) The provisions of this Article 3 do not prohibit the Company or its Affiliates from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise. (g) Notwithstanding anything to the contrary in this Article 3, in connection with any tender offer for, or other offer to purchase, the Notes, including a Change of Control Offer, if Holders of not less than 90.0% in aggregate principal amount of the Indentureoutstanding Notes validly tender and do not withdraw such Notes in such tender offer (or other offer to purchase) and the Company, or any third party making such a tender offer (or other offer to purchase) in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company will have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such tender offer expiration date (or purchase date pursuant to such other offer), to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to the price paid to each other Holder (excluding any early tender, incentive or similar fee) in such tender offer (or other offer to purchase), plus, to the extent not included in the tender offer payment (or payment pursuant to another offer to purchase), accrued and unpaid interest, if any, to the date of redemption. In determining whether the Holders of at least 90.0% of the aggregate principal of the then outstanding Notes have validly tendered and not withdrawn such Notes in a tender offer or other offer to purchase, such calculation shall include all Notes owned by an Affiliate of the Company (notwithstanding any provision of this Indenture to the contrary).

Appears in 2 contracts

Sources: Indenture (Clearway Energy, Inc.), Indenture (Clearway Energy LLC)

Optional Redemption. (1) Except as set forth in clauses (2) to (4) of this Section 5, the Notes shall not be redeemable at the option of the Company prior to October 15, 2024. Beginning on October 15, 2024, the Company may redeem all or a part of the Notes, at once or over time, in accordance with Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon on the Notes redeemed, to (but excluding) the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period commencing on October 15 of the years indicated below: 2024 102.25 % 2025 101.50 % 2026 100.75 % 2027 and thereafter 100.00 % (2A) At any time prior to October December 15, 20222023, the Company may on any one or more occasions redeem up to 40% all or a part of the aggregate principal amount of the Notes issued under the Indenture, in accordance with Section 3.03 of the Indentureupon not less than 30 nor more than 60 days’ notice, at a redemption price (expressed as a percentage of principal amount) equal to 104.50100.000% of the principal amount thereofof the Notes redeemed, plus (1) the excess of (a) the present value of the Notes to be redeemed at such redemption date of (i) the redemption price of the Notes to be redeemed at December 15, 2023 plus (ii) all required interest payments due on the Notes to be redeemed through December 15, 2023 (excluded accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate (as defined in the Indenture) as of such redemption date plus 50 basis points over (b) the principal amount of the Notes (the “Applicable Premium”) and (2) accrued and unpaid interest thereon to (but excluding) the date of redemption date (subject to the right rights of Holders of record Notes on the relevant Regular Record Date record date to receive interest on the relevant Interest Payment Date). (B) At any time on or after to December 15, 2023, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest to the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date) with the net cash proceeds of one or more Equity Offerings; provided, however, that (i) at least 60% of the aggregate principal amount of the Notes issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remain outstanding immediately following such redemption and (ii) any such redemption occurs within 90 days of the date of the closing of any such Equity Offering. (3C) If Unless the Company becomes obligated to pay any Additional Amounts because of a change defaults in the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date, the Company may, at any time, redeem all, but not part, payment of the Notes at a price equal redemption price, interest will cease to 100% of the principal amount thereof, plus accrued and unpaid interest to (but excluding) the redemption date, provided that at any time that the aggregate principal amount of accrue on the Notes outstanding is greater than $20.0 million, any Holder of or portions thereof called for redemption on the Notes may, to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture. (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, at a redemption price equal to the greater of (a) the Canada Yield Price and (b) 100% of the aggregate principal amount of Notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to (but excluding) the applicable redemption date. (5) Any prepayment pursuant to this Section 5 shall be made in accordance with the provisions of Sections 3.01 through 3.06 of the Indenture.

Appears in 2 contracts

Sources: Indenture (I/O Marine Systems, Inc.), Indenture (I/O Marine Systems, Inc.)

Optional Redemption. (1a) Except as set forth in clauses (2) to (4) of this Section 5, the Notes shall not be redeemable at the option of the Company At any time prior to October January 15, 2024. Beginning on October 15, 20242027, the Company may may, on any one or more occasions, redeem all the Notes, in whole or in part, upon notice pursuant to Section 3.03 at a part redemption price equal to 100% of the aggregate principal amount of the Notes, at once or over time, in accordance with Section 3.03 of plus the Indenture, at the redemption prices (expressed as percentages of principal amount) set forth belowApplicable Premium, plus accrued and unpaid interest thereon on the Notes redeemedthereon, to (if any, to, but excluding) , the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period commencing on October 15 of the years indicated below: 2024 102.25 % 2025 101.50 % 2026 100.75 % 2027 and thereafter 100.00 %date. (2b) At any time prior Prior to October January 15, 20222027, the Company may may, on any one or more occasions occasions, redeem up to 40% of the aggregate principal amount of the Notes issued under the this Indenture, in accordance with upon notice pursuant to Section 3.03 of the Indenture3.03, at a redemption price (expressed as a percentage of principal amount) equal to 104.50107.000% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon to (thereon, if any, to, but excluding) , the applicable redemption date (date, subject to the right rights of Holders of record on the relevant Regular Record Date record date to receive interest due on the relevant Interest Payment Date) Date with an amount of cash not greater than the net cash proceeds of one or more Equity Offerings; provided, however, provided that (i1) at least 60% of the aggregate principal amount of the Notes originally issued under this Indenture on the Issue Date (excluding any Notes held by the Company and its Subsidiaries) remain remains outstanding immediately following after the occurrence of such redemption redemption; and (ii2) any such redemption occurs within 90 180 days of after the date of the closing of any such Equity Offering. (3c) If the Company becomes obligated to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing AuthorityOn and after January 15, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date2027, the Company may, at on any timeone or more occasions, redeem all, but not part, all or a part of the Notes upon notice pursuant to Section 3.03 at the redemption prices (expressed as a price equal to 100% percentage of principal amount of the principal amount thereofNotes to be redeemed) set forth below, plus accrued and unpaid interest to (thereon, if any, to, but excluding) , the applicable redemption date, provided subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on January 15 of each of the years indicated below: 2027 103.500 % 2028 101.750 % 2029 and thereafter 100.000 % (d) In the event that at any time that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes outstanding is greater than $20.0 millionaccept a tender offer, any Holder Change of Control Offer or Alternate Offer and the Company (or a third party making the tender offer, Change of Control Offer or Alternate Offer in lieu of the Company as provided in Section 4.15(c)) purchases all of the Notes may, to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to held by such Holder’s Notes; provided, further, that if any Holder waives such complianceHolders, the Company may will have the right, upon not redeem that ▇▇▇▇▇▇’s Notes less than 10 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to Section 3.07(3) the completion of such tender offer, Change of Control Offer or Alternate Offer, to redeem all of the Indenture. (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, Notes that remain outstanding following such purchase at a redemption price equal to the greater of (a) the Canada Yield Price and (b) 100% of the aggregate principal amount of Notes to be redeemedprice offered in such tender offer, plus, to the extent not included in each casethe Change of Control Payment or the price offered in such tender offer, accrued and unpaid interest thereon to (interest, if any, on the Notes that remain outstanding to, but excluding) , the date of redemption (subject to the rights of Holders on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the redemption date). (5e) Any prepayment redemption pursuant to this Section 5 3.07 shall be made in accordance with pursuant to the provisions of Sections Section 3.01 through 3.06 3.06. (f) Any redemption notice in connection with this Section 3.07 may, at the Company’s discretion, be subject to one or more conditions precedent. If such redemption is subject to the satisfaction of one or more conditions precedent, the related notice shall describe each such condition, and if applicable, shall state that, in the Company’s discretion, the date of redemption may be delayed until such time as any or all such conditions shall be satisfied or waived (provided that in no event shall such date of redemption be delayed to a date later than 60 days after the date on which such notice was sent), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or waived by the date of redemption, or by the date of redemption as so delayed. The Company shall provide written notice to the Trustee no later than 10:00 a.m. Eastern Time (subject to DTC procedures) on the date of redemption of the Indenturedelay of such redemption or the rescission of such notice of redemption, and upon receipt the Trustee shall provide notice to each Holder of the Notes in the same manner in which the notice of redemption was given. (g) Nothing in this Indenture shall prohibit the Company and its Affiliates from acquiring Notes other than by a redemption, including pursuant to tender offers, open market purchases or otherwise.

Appears in 2 contracts

Sources: Indenture (Permian Resources Corp), Indenture (Permian Resources Corp)

Optional Redemption. (1) Except as set forth in clauses (2) to (4) of this Section 5, the Notes shall not be redeemable at the option of the Company prior to October 15, 2024. Beginning on October 15, 2024, the Company may redeem all or a part of the Notes, at once or over time, in accordance with Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon on the Notes redeemed, to (but excluding) the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period commencing on October 15 of the years indicated below: 2024 102.25 % 2025 101.50 % 2026 100.75 % 2027 and thereafter 100.00 % (2a) At any time prior to October 15February 11, 20222021, the Company may on any one or more occasions redeem up to 4035% of the aggregate principal amount of the Notes issued under the Indenture, in accordance with Section 3.03 of the Indenture, at a redemption price (expressed as a percentage of principal amount) equal to 104.50107.250% of the principal amount thereof, plus accrued and unpaid interest thereon interest, if any, to (but excluding) the redemption date (subject to the right rights of the Holders of record on the relevant Regular Record Date record date to receive interest due on the relevant Interest Payment Date) interest payment date), with the net cash proceeds of one or more Equity Offerings; provided, however, that provided that: (i1) at least 6065% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remain remains outstanding immediately following after the occurrence of such redemption and redemption; and (ii2) any such the redemption occurs within 90 45 days of the date of the closing of such Equity Offering. Any redemption notice given in respect of the redemption referred to in the preceding paragraph may be given prior to completion of the related Equity Offering, and any such redemption or notice may, at the discretion of the Company, be subject to the satisfaction of one or more conditions precedent, including the completion of the Equity Offering. (3b) If the Company becomes obligated At any time prior to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing AuthorityFebruary 11, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date2021, the Company maymay redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at any time, redeem all, but not part, of the Notes at a redemption price equal to 100% of the principal amount thereofof the Notes redeemed plus the Applicable Premium as of, plus and accrued and unpaid interest to, the date of redemption, subject to (but excluding) the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. Any such redemption dateand notice may, provided that at any time that the aggregate principal amount discretion of the Notes outstanding is greater than $20.0 millionCompany, any Holder be subject to satisfaction of one or more conditions precedent. (c) Except pursuant to the two preceding paragraphs and the provisions under Section 3.10 and Section 3.11 hereof, the Notes may, to the extent that it does will not adversely affect be redeemable at the Company’s after-tax positionoption prior to February 11, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture2021. (4d) Prior to October 15On or after February 11, 20242021, the Company may redeem the Notes, in whole all or in part, in accordance with Section 3.03 a part of the IndentureNotes upon not less than 30 nor more than 60 days’ notice, at a the redemption price equal to the greater of prices (a) the Canada Yield Price and (b) 100% expressed as percentages of the aggregate principal amount of Notes to be redeemed, plus, in each case, amount) set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the periods indicated below, subject to the rights of holders of the Notes on the relevant record date to receive interest thereon on the relevant interest payment date: Twelve-month period on or after February 11, 2021 103.625 % Twelve-month period on or after February 11, 2022 101.813 % On or after February 11, 2023 100.000 % Unless the Company defaults in the payment of the redemption price, interest will cease to (but excluding) accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (5e) Any prepayment redemption pursuant to this Section 5 3.07 shall be made in accordance with pursuant to the provisions of Sections Section 3.01 through Section 3.06 hereof and may, at the discretion of the IndentureCompany, be subject to the satisfaction of one or more conditions precedent. If such redemption is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and if applicable, shall state that, at the Company’s discretion, the redemption date may be delayed until such time (provided, however, that any delayed redemption date shall not be more than 60 days after the date the relevant notice of redemption was sent) as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date or by the redemption date as delayed. In addition, the Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person.

Appears in 2 contracts

Sources: Indenture (STUDIO CITY INTERNATIONAL HOLDINGS LTD), Indenture (Melco Resorts & Entertainment LTD)

Optional Redemption. (1) Except as set forth in clauses (2) to (4) of this Section 5described below, the Notes shall will not be redeemable at the Company’s option of the Company prior to October July 15, 2024. Beginning on October 15, 2024, the Company may redeem all or a part of the Notes, at once or over time, in accordance with Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon on the Notes redeemed, to (but excluding) the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period commencing on October 15 of the years indicated below: 2024 102.25 % 2025 101.50 % 2026 100.75 % 2027 and thereafter 100.00 %. (2a) At any time prior to October July 15, 20222024, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes issued under the Indenture, in accordance with Section 3.03 of the Indenture, Indenture (including any Additional Notes) at a redemption price (expressed as a percentage of principal amount) equal to 104.50105.250% of the principal amount thereof, plus accrued and unpaid interest thereon interest, if any, to (but excluding) the redemption date (subject date, with funds in an amount equal to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date) with the net cash proceeds of one or more Equity Offerings; providedOfferings by the Company, however, that provided that: (i) at least 60% of the aggregate principal amount of the Notes issued under this the Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and or any of its Subsidiaries) remain outstanding immediately following such redemption ); and (ii) any such the redemption occurs within 90 days of the date of the closing of any such Equity Offering. (3b) If On and after July 15, 2024, the Company becomes obligated to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing Authority, may redeem all or a change in part of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the 12-month period beginning on July 15 of the years indicated below: YEAR Percentage 2024 102.625 % 2025 101.313 % 2026 and thereafter 100.000 % (c) At any official position regarding the application or interpretation thereoftime and from time to time prior to July 15, in either case that is publicly announced or becomes effective on or after the Issue Date2024, the Company may, at any timeits option, redeem all, but not part, all or a portion of the Notes at a redemption price equal to 100% of the principal amount thereof, thereof plus the Applicable Premium with respect to the Notes plus accrued and unpaid interest interest, if any, thereon to (but excluding) the redemption date. Notice of redemption need not set forth the Applicable Premium but only the manner of calculation of the redemption price. The Indenture provides that, provided that at with respect to any time such redemption, the Company will notify the Trustee of the Applicable Premium with respect to the Notes promptly after the calculation and that the aggregate principal amount Trustee will not be responsible for such calculation. (d) Notice of any redemption or purchase of the Notes outstanding is greater than $20.0 million, any Holder notes (including upon an Equity Offering or debt incurrence or in connection with a transaction (or series of the Notes related transactions) that constitute a Change of Control Triggering Event) may, to the extent that it does not adversely affect at the Company’s after-tax positiondiscretion, at its optionbe given prior to the completion of such transaction and may be subject to one or more conditions precedent, waive including, but not limited to, completion of the related Equity Offering, debt incurrence or Change of Control Triggering Event. In addition, if such redemption or purchase is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s compliance with discretion, the provisions of Section 4.20 redemption or purchase date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption or purchase date, or by the redemption or purchase date so delayed. In addition, the Company may provide in such notice that payment of the Indenture redemption or purchase price and performance of the Company’s obligations with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company redemption or purchase may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenturebe performed by another Person. (4e) Prior The Company shall not be required to October 15, 2024, the Company may redeem make mandatory redemption or sinking fund payments with respect to the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, at a redemption price equal to the greater of (a) the Canada Yield Price and (b) 100% of the aggregate principal amount of Notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to (but excluding) the redemption date. (5) Any prepayment pursuant to this Section 5 shall be made in accordance with the provisions of Sections 3.01 through 3.06 of the Indenture.

Appears in 2 contracts

Sources: Indenture (Cinemark Holdings, Inc.), Indenture (Cinemark Usa Inc /Tx)

Optional Redemption. (1a) Except as set forth in clauses (2) to (4) of this Section 5, the Notes shall not be redeemable at the option of the Company prior to October On or after July 15, 2024. Beginning on October 15, 20242023, the Company may redeem all or a part of the Notes, at once or over time, in accordance with Section 3.03 of the IndentureNotes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, below plus accrued and unpaid interest thereon interest, if any, on the Notes redeemed, to (but excluding) the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date)date, if redeemed during the twelveperiods indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Twelve-month period commencing on October 15 of the years indicated below: or after July 15, 2023 103.250 % Twelve-month period on or after July 15, 2024 102.25 101.625 % On or after July 15, 2025 101.50 % 2026 100.75 % 2027 and thereafter 100.00 100.000 % (2b) At Notwithstanding the provisions of subparagraph (a) of this Paragraph (5), at any time prior to October July 15, 20222023, the Company may on any one or more occasions redeem up to 4035% of the aggregate principal amount of the Notes issued under the Indenture, in accordance with Section 3.03 of the Indenture, at a redemption price (expressed as a percentage of principal amount) equal to 104.50106.500% of the principal amount thereof, plus accrued and unpaid interest thereon and Additional Amounts, if any, to (but excluding) the redemption date (subject to the right rights of the Holders of record on the relevant Regular Record Date record date to receive interest due on the relevant Interest Payment Date) interest payment date), with the net cash proceeds of one or more Equity Offerings; provided, however, provided that (i) at least 6065% of the in aggregate principal amount of the Notes originally issued under this the Indenture (excluding Notes held by the Company and its Subsidiaries) remain remains outstanding immediately following after the occurrence of such redemption and (ii) any that such redemption occurs within 90 45 days of the date of the closing of any such Equity Offering. (3c) If the Company becomes obligated At any time prior to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing AuthorityJuly 15, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date2023, the Company maymay also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at any time, redeem all, but not part, of the Notes at a redemption price equal to 100% of the principal amount thereofof the Notes redeemed plus the Applicable Premium as of, plus and accrued and unpaid interest to (but excluding) the redemption dateand Additional Amounts, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes mayif any, to the extent that it does not adversely affect date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (d) Any redemption pursuant to subparagraphs (a), (b) and (c) of this Paragraph (5) may, at the discretion of the Company, be subject to the satisfaction of one or more conditions precedent. If such redemption is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and if applicable, shall state that, at the Company’s after-tax positiondiscretion, at its optionthe redemption date may be delayed until such time (provided, waive however, that any delayed redemption date shall not be more than 60 days after the date the relevant notice of redemption was sent) as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date or by the redemption date as delayed. In addition, the Company may provide in such notice that payment of the redemption price and performance of the Company’s compliance with the provisions of Section 4.20 of the Indenture obligations with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company redemption may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenturebe performed by another Person. (4e) Prior to October 15, 2024, Unless the Company may redeem defaults in the Notes, in whole or in part, in accordance with Section 3.03 payment of the Indentureredemption price, at a interest will cease to accrue on the Notes or portions thereof called for redemption price equal to on the greater of (a) the Canada Yield Price and (b) 100% of the aggregate principal amount of Notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to (but excluding) the applicable redemption date. (5f) Any prepayment pursuant to this Section 5 shall The Notes may also be made redeemed in accordance with the provisions of circumstances described in Sections 3.01 through 3.06 3.10 and 3.11 of the Indenture.

Appears in 2 contracts

Sources: Indenture (STUDIO CITY INTERNATIONAL HOLDINGS LTD), Indenture (Melco Resorts & Entertainment LTD)

Optional Redemption. (1a) Except as set forth in clauses (2) At any time and from time to (4) of this Section 5, the Notes shall not be redeemable at the option of the Company time prior to October 15, 2024. Beginning on October January 15, 2024, the Company Issuers may redeem all or a part of the NotesNotes at a redemption price, calculated by the Issuer, equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest to, but not including, the applicable date of redemption (subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (b) On or after January 15, 2024, the Issuers may redeem the Notes at once or over timetheir option, in accordance with Section 3.03 of the Indenturewhole at any time or in part from time to time, at the following redemption prices (expressed as percentages a percentage of the principal amount) set forth belowamount of the Notes to be redeemed), plus accrued and unpaid interest thereon on the Notes redeemedto, to (but excluding) not including, the applicable redemption date (subject to the right rights of Holders of record Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve12-month period commencing on October January 15 of the years indicated set forth in the table below: 2024 102.25 102.875% 2025 101.50 101.438% 2026 100.75 % 2027 and thereafter 100.00 100.000% (2c) At Notwithstanding the foregoing, at any time and from time to time on or prior to October January 15, 20222024, the Company Issuers may on any one or more occasions redeem in the aggregate up to 40% of the original aggregate principal amount of the Notes issued under (calculated after giving effect to any issuance of Additional Notes) with the Indenturenet cash proceeds of one or more Equity Offerings (1) by the Issuer or (2) by any direct or indirect parent of the Issuer, in accordance with Section 3.03 each case to the extent the net cash proceeds thereof are contributed to the common equity capital of the IndentureIssuer or used to purchase Capital Stock (other than Disqualified Stock) of the Issuer from it, at a redemption price (expressed as a percentage of principal amount) equal to 104.50% of the principal amount thereof) of 105.750%, plus accrued and unpaid interest thereon to (to, but excluding) not including, the redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date) with the net cash proceeds of one or more Equity Offerings); provided, however, that (i) at least 6050% of the original aggregate principal amount of the Notes issued under this Indenture (excluding Notes held by the Company and its Subsidiariescalculated after giving effect to any issuance of Additional Notes) remain remains outstanding immediately following after each such redemption and (ii) any such redemption occurs within 90 days of the date of the closing of any such Equity Offering. (3) If the Company becomes obligated to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date, the Company may, at any time, redeem all, but not part, of the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to (but excluding) the redemption date, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes may, to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notesredemption; provided, further, that if such redemption shall occur within 120 days after the date on which any such Equity Offering is consummated upon not less than 15 nor more than 60 days’ notice mailed (or electronically transmitted) to each Holder waives such compliance, of Notes being redeemed and otherwise in accordance with the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the procedures set forth in this Indenture. (4d) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the IndentureAny redemption notice may, at a redemption price equal the Issuers’ discretion, be subject to the greater one or more conditions precedent, including completion of an Equity Offering or other corporate transaction. (e) Except pursuant to clauses (a) the Canada Yield Price and ), (b) 100% and (c) of this Section 3.07, the Notes will not be redeemable at the Issuers’ option prior to the maturity date of the aggregate principal amount of Notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to (but excluding) the redemption dateNotes. (5f) Any prepayment redemption pursuant to this Section 5 3.07 shall be made in accordance with pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture3.06.

Appears in 2 contracts

Sources: Indenture (Compass, Inc.), Indenture (Realogy Group LLC)

Optional Redemption. (1a) Except as set forth in clauses subparagraphs (2b), (c) to and (4d) of this Section Paragraph 5, the Notes Issuers shall not be redeemable at have the option of to redeem the Company Notes prior to October 15May 1, 20242015. Beginning on October 15On or after May 1, 20242015, the Company may Issuers shall have the option on any one or more occasions to redeem all or a part of the Notes, in whole or in part at once or over any time, upon prior notice as set forth in accordance with Section 3.03 of the IndentureParagraph 8, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon on the Notes redeemedand Additional Interest, if any, to (but excluding) the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date record date to receive interest due on the relevant an Interest Payment DateDate that is on or prior to the redemption date), if redeemed during the twelve-month period commencing beginning on October 15 May 1 of the years indicated below: 2024 102.25 YEAR PERCENTAGE 2015 104.688 % 2025 101.50 2016 102.344 % 2026 100.75 % 2027 2017 and thereafter 100.00 100.000 % (2b) At Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to October 15May 1, 20222014, the Company Issuers may on any one or more occasions redeem up to 4035% of the aggregate principal amount of the Notes (including any Additional Notes) issued under the Indenture, in accordance with Section 3.03 of the Indenture, Indenture at a redemption price (expressed as a percentage of principal amount) equal to 104.50109.375% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, thereon to (but excluding) the redemption date (subject to the right of Holders of record on the relevant Regular Record Date record date to receive interest due on the relevant an Interest Payment Date) Date that is on or prior to the redemption date), with the net cash proceeds of one or more Equity Offerings; provided, however, provided that (i) at least 6065% of the aggregate principal amount of the Notes (including any Additional Notes) issued under this the Indenture remains outstanding immediately after the occurrence of each such redemption (excluding any Notes held by the Company and its Subsidiaries) remain outstanding immediately following such redemption and (ii) any each such redemption occurs within 90 120 days of the date of the closing of any each such Equity Offering. (3c) If the Company becomes obligated Prior to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing AuthorityMay 1, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date2015, the Company may, at Issuers may on any time, one or more occasions redeem all, but not part, all or part of the Notes upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to the sum of (1) 100% of the principal amount thereof, plus (2) accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to (but excluding) the redemption date), provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes may, to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture. plus (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, at a redemption price equal to the greater of (a3) the Canada Yield Price and (b) 100% of the aggregate principal amount of Notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to (but excluding) Make Whole Premium at the redemption date. (5d) Any prepayment pursuant The Notes may also be redeemed, as a whole, following certain Change of Control Offers, at the redemption price and subject to this the conditions set forth in Section 5 shall be made in accordance with the provisions of Sections 3.01 through 3.06 4.15(6) of the Indenture.

Appears in 2 contracts

Sources: Indenture (Calumet Specialty Products Partners, L.P.), Indenture (Calumet Specialty Products Partners, L.P.)

Optional Redemption. (1a) Except as set forth in clauses (2) to (4) of this Section 5, At any time on or after the Notes shall not be redeemable at the option of the Company Completion Date and prior to October July 15, 2024. Beginning on October 15, 20242028, the Company may redeem all the Notes in whole or a part of the Notesin part, at once or over timeits option, in accordance with upon notice as described under Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon on the Notes redeemed, to (but excluding) the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period commencing on October 15 of the years indicated below: 2024 102.25 % 2025 101.50 % 2026 100.75 % 2027 and thereafter 100.00 % (2) At any time prior to October 15, 2022, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes issued under the Indenture, in accordance with Section 3.03 of the Indenture5.3, at a redemption price (expressed as a percentage percentages of principal amountamount of the Notes to be redeemed) equal to 104.50100.000% of the principal amount thereofof Notes redeemed plus the relevant Applicable Premium as of, plus and accrued and unpaid interest thereon to (interest, if any, to, but excluding) , the date of redemption date (the “Redemption Date”), subject to the right rights of Holders of record the Notes on the relevant Regular Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date. (b) At any time on or after the Completion Date and prior to July 15, 2028, the Company may, at its option, at any time and from time to time, redeem all or a portion of the Notes outstanding under this Indenture (including any Additional Notes) with an amount equal to the net cash proceeds Net Cash Proceeds received by the Company from any Qualified IPO, upon notice as described under Section 5.3, at a redemption price equal to 103.000% of one the aggregate principal amount of such Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date. (c) At any time on or more Equity Offerings; providedafter the Completion Date and prior to July 15, however2028, that (i) the Company may, at least 60its option, at any time and from time to time, redeem up to 10.0% of the aggregate principal amount of the Notes issued under this Indenture (excluding Notes held by including any Additional Notes) during each twelve-month period commencing from the Company and its Subsidiaries) remain outstanding immediately following such Completion Date, upon notice as described under Section 5.3, at a redemption and (ii) any such redemption occurs within 90 days price equal to 103.000% of the date principal amount of Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the closing of any such Equity OfferingRedemption Date. (3d) If the Company becomes obligated to pay At any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective time on or after the Issue DateCompletion Date and prior to July 15, 2028, the Company may, at any timeon one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem all, but not part, up to 40.0% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price (expressed as percentages of principal amount of the Notes at a price to be redeemed) equal to 100105.250% of the aggregate principal amount thereof, plus accrued and unpaid interest to (thereon, if any, to, but excluding) , the redemption applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company of one or more Equity Offerings of the Company; provided that at any time that not less than 40.0% of the original aggregate principal amount of Notes initially issued under this Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (excluding Notes outstanding is greater than $20.0 million, held by the Company or any Holder of the its Restricted Subsidiaries) unless all such Notes may, to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notesare redeemed substantially concurrently; provided, further, that if each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be redeemed in the manner described under Sections 5.1 through 5.5 hereof. (e) If, as a result of any Holder waives change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) of the United States (or any taxing authority in the United States), or any change in, or amendment to, an official position regarding the application or interpretation of such compliancelaws, regulations or rulings, which change or amendment is announced or becomes effective on or after the date of the Offering Memorandum, a Payor becomes or, based upon a written opinion of independent counsel selected by it, will become obligated to pay additional amounts as described in Section 3.1(a) with respect to the Notes, then the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture. (4) Prior to October 15, 2024, the Company may redeem the Notesat any time at its option redeem, in whole or whole, but not in part, in accordance with Section 3.03 any series of the IndentureNotes on not less than 10 or more than 60 days’ prior notice, at a redemption price equal to the greater of (a) the Canada Yield Price and (b) 100100.0% of the aggregate their principal amount of Notes to be redeemedamount, plus, in each case, together with accrued and unpaid interest thereon to (and additional amounts on the Notes to, but excluding) not including, the date fixed for redemption. Notice of redemption date. (5) Any prepayment pursuant to this Section 5 shall for tax reasons will be made published in accordance with the provisions procedures described in Section 5.3. As used in this clause (d), the term “United States” means the United States of Sections 3.01 through 3.06 America, the states of the IndentureUnited States, and the District of Columbia, and the term “United States person” means any individual who is a citizen or resident of the United States for United States federal income tax purposes, a corporation, partnership or other entity created or organized in or under the laws of the United States, any state of the United States or the District of Columbia, or any estate or trust the income of which is subject to United States federal income taxation regardless of its source.

Appears in 2 contracts

Sources: Indenture (Beach Acquisition Co Parent, LLC), Indenture (Skechers Usa Inc)

Optional Redemption. (1) Except as set forth in clauses (2) to (4) of this Section 5, the Notes shall not be redeemable at the option of the Company prior to October 15, 2024. Beginning on October 15, 2024, the Company may redeem all or a part of the Notes, at once or over time, in accordance with Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon on the Notes redeemed, to (but excluding) the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period commencing on October 15 of the years indicated below: 2024 102.25 % 2025 101.50 % 2026 100.75 % 2027 and thereafter 100.00 % (2a) At any time prior to October 15, 20222024, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes issued under the IndentureNotes, in accordance with Section 3.03 of the Indentureupon not less than 10 nor more than 60 days’ prior notice, at a redemption price (expressed as a percentage of principal amount) equal to 104.50103.750% of the principal amount thereofof the Notes redeemed, plus accrued and unpaid interest thereon interest, if any, to (but excluding) the redemption date (subject date, with an amount equal to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date) with the net cash proceeds of one or more Equity Offerings, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided, however, that provided that: (i1) at least 6050% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company Company, its Subsidiaries and its Subsidiariesparent entities) remain remains outstanding immediately following after the occurrence of such redemption and redemption; and (ii2) any such the redemption occurs within 90 180 days of the date of the closing of any such Equity Offeringequity offering. (3b) If the Company becomes obligated At any time prior to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing AuthorityJanuary 15, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date2027, the Company maymay on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at any time, redeem all, but not part, of the Notes at a redemption price equal to 100% of the principal amount thereofof the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the applicable redemption date, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to January 15, 2027. (d) On or after January 15, 2027, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest to (but excluding) the redemption dateinterest, provided that at any time that the aggregate principal amount of if any, on the Notes outstanding is greater than $20.0 million, any Holder of the Notes mayredeemed, to the extent that it does not adversely affect applicable date of redemption, if redeemed during the Company’s after12-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 month period beginning on January 15 of the Indenture with respect years indicated below, subject to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant rights of Holders on the relevant record date to Section 3.07(3) of receive interest on the Indenture.relevant interest payment date: Year Percentage 2027 101.875 % 2028 101.250 % 2029 100.625 % 2030 and thereafter 100.000 % (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, at a redemption price equal to the greater of (a) the Canada Yield Price and (b) 100% of the aggregate principal amount of Notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to (but excluding) the redemption date. (5e) Any prepayment redemption pursuant to this Section 5 3.07 shall be made in accordance with pursuant to the provisions of Sections 3.01 through 3.06 hereof. (f) The provisions of this Article 3 do not prohibit the Company or its affiliates from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise. (g) Notwithstanding anything to the contrary in this Article 3, in connection with any tender offer for, or other offer to purchase, the Notes, if Holders of not less than 90.0% in aggregate principal amount of the Indentureoutstanding Notes validly tender and do not withdraw such Notes in such tender offer (or other offer to purchase) and the Company, or any third party making such a tender offer (or other offer to purchase) in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company will have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such tender offer expiration date (or purchase date pursuant to such other offer), to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to the price paid to each other Holder (excluding any early tender, incentive or similar fee) in such tender offer (or other offer to purchase), plus, to the extent not included in the tender offer payment (or payment pursuant to another offer to purchase), accrued and unpaid interest, if any, to the date of redemption. In determining whether the Holders of at least 90.0% of the aggregate principal of the then outstanding Notes have validly tendered and not withdrawn such Notes in a tender offer or other offer to purchase, such calculation shall include all Notes owned by an Affiliate of the Company (notwithstanding any provision of this Indenture to the contrary).

Appears in 2 contracts

Sources: Indenture (Clearway Energy LLC), Indenture (Clearway Energy, Inc.)

Optional Redemption. (1a) Except as set forth in clauses (2) to (4) of this Section 5, the Notes shall not be redeemable at the option of the Company At any time prior to October 15, 2024. Beginning on October 15, 20242020, the Company may Issuers may, at their option and on one or more occasions redeem all or a part of the Notes, upon notice as described under Section 3.03 of the Indenture, at once a redemption price (as calculated by the Company) equal to the sum of (i) 100.00% of the principal amount of the Notes redeemed, plus (ii) the Applicable Premium, plus (iii) accrued and unpaid interest, if any, to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Any notice of redemption made in connection with a related transaction or over timeevent (including an Equity Offering, contribution, Change of Control, Asset Sale or other transaction) may, at the Issuers’ discretion, be given prior to the completion or the occurrence thereof, and any such redemption or notice may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, the completion or occurrence of the related transaction or event, as the case may be. (b) At any time prior to October 15, 2020, the Issuers may, at their option and on one or more occasions, redeem up to 40.00% of the aggregate principal amount of Notes and Additional Notes issued under the Indenture at a redemption price (as calculated by the Company) equal to the sum of (i) 108.750% of the aggregate principal amount thereof, 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 Company, plus (ii) accrued and unpaid interest thereon, if any, to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date; provided that (a) at least 50.00% of the sum of the aggregate principal amount of Notes originally issued under the Indenture on the Issue Date and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption (unless all such Notes are redeemed substantially concurrently) and (b) each such redemption occurs within 180 days of the date of closing of the applicable Equity Offering or contribution. (c) In connection with any Change of Control Offer, Alternate Offer or other tender offer to purchase all of the Notes, if Holders of not less than 90.00% of the aggregate principal amount of the then outstanding Notes validly tender and do not validly withdraw such Notes in such Change of Control Offer, Alternate Offer or other tender offer and the Issuers purchase, or any third party making such Change of Control Offer, Alternate Offer or other tender offer in lieu of the Issuers purchases, all of the Notes validly tendered and not validly withdrawn by such Holders, the Issuers or such third party will have the right upon not less than 10 days’ nor more than 60 days’ notice, given not more than 60 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a price equal to the price offered to each other Holder in such Change of Control Offer or other tender offer, plus, to the extent not included in the Change of Control Offer or other tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Redemption Date (subject to the right of the Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date). (d) Except pursuant to clause (a), (b) or (c) of Section 3.07 of the Indenture, the Notes will not be redeemable at the Issuers’ option prior to October 15, 2020. (e) On and after October 15, 2020, the Issuers may, at their option and on one or more occasions, redeem all or a part of the Notes, in whole or in part, upon notice in accordance with Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amountamount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon on the Notes redeemedinterest, to (if any, to, but excluding) , the applicable redemption date (Redemption Date, subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period commencing on October 15 of the years periods indicated below: 2024 102.25 % 2025 101.50 % 2026 100.75 % 2027 and thereafter 100.00 % (2) At any time prior to Period Percentage October 15, 20222020 to October 14, the Company may on any one or more occasions redeem up to 402021 106.563 % of the aggregate principal amount of the Notes issued under the Indenture, in accordance with Section 3.03 of the Indenture, at a redemption price (expressed as a percentage of principal amount) equal to 104.50% of the principal amount thereof, plus accrued and unpaid interest thereon to (but excluding) the redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date) with the net cash proceeds of one or more Equity Offerings; provided, however, that (i) at least 60% of the aggregate principal amount of the Notes issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remain outstanding immediately following such redemption and (ii) any such redemption occurs within 90 days of the date of the closing of any such Equity Offering. (3) If the Company becomes obligated to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date, the Company may, at any time, redeem all, but not part, of the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to (but excluding) the redemption date, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes may, to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture. (4) Prior to October 15, 20242021 to April 14, the Company may redeem the Notes2022 104.375 % April 15, in whole or in part, in accordance with Section 3.03 of the Indenture, at a redemption price equal to the greater of (a) the Canada Yield Price 2022 and (b) 100% of the aggregate principal amount of Notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to (but excluding) the redemption date. (5) Any prepayment pursuant to this Section 5 shall be made in accordance with the provisions of Sections 3.01 through 3.06 of the Indenture.thereafter 100.000 %

Appears in 2 contracts

Sources: Indenture (Vine Energy Inc.), Indenture (Vine Resources Inc.)

Optional Redemption. (1a) Except as set forth in clauses (2) to (4) of this Section 5, the Notes shall not be redeemable at the option of the Company prior to October 15, 2024. Beginning on October 15, 2024, the The Company may redeem all or a part of the Notes, at once or over timeits option, in accordance with Section 3.03 whole at any time or in part from time to time (the “Make-Whole Redemption”), at a redemption price equal to the greater of: (1) 100% of the Indentureprincipal amount of the Notes to be redeemed, and (2) the present value of the sum of the principal amount that would be payable on such Notes on September 1, 2011 and all remaining interest payments to and including September 1, 2011 (but excluding any interest accrued to the Make-Whole Redemption Date), discounted on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) from September 1, 2011 to the Make-Whole Redemption Date at a per annum interest rate equal to the redemption prices (expressed as percentages of principal amount) set forth belowApplicable Treasury Rate on such Make-Whole Redemption Date plus 0.50%, in each case, plus accrued and unpaid interest thereon on the Notes redeemedinterest, if any, to (but excluding) the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period commencing on October 15 of the years indicated below: 2024 102.25 % 2025 101.50 % 2026 100.75 % 2027 and thereafter 100.00 %date. (2b) At any time Notwithstanding the foregoing, on or prior to October 15September 1, 20222007, the Company may Company, on any one or more occasions occasions, may, at its option, redeem up to 4035% of the in aggregate principal amount of the Notes (including Additional Notes) originally issued under the Indenture, in accordance with Section 3.03 of the Indenture, Indenture at a redemption price (expressed as a percentage equal to 106.250% of their principal amount) equal to 104.50% of the principal amount thereof, plus accrued and unpaid interest thereon to (but excluding) the redemption date (subject interest, if any, to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Redemption Date) , in each case with the net cash proceeds of one or more Equity OfferingsOfferings by Parent to the extent that the net cash proceeds thereof are contributed to the common equity capital of the Company or are used to subscribe from the Company shares of Qualified Capital Stock of the Company; provided, however, provided that (i1) at least 6065% of the in aggregate principal amount of the Notes (including Additional Notes) originally issued under this the Indenture (excluding Notes held by the Company and its Subsidiaries) remain outstanding immediately following after the occurrence of each such redemption and (ii2) any such redemption occurs within 90 days of the date of the closing of any such Equity Offering. (3) If the Company becomes obligated to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date, the Company may, at any time, redeem all, but not part, of the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to (but excluding) the redemption date, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes may, to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture. (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, at a redemption price equal to the greater of (a) the Canada Yield Price and (b) 100% of the aggregate principal amount of Notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to (but excluding) the redemption date. (5) Any prepayment pursuant to this Section 5 shall be made in accordance with the provisions of Sections 3.01 through 3.06 of the Indenture.

Appears in 2 contracts

Sources: Indenture (Crown Holdings Inc), Senior Secured Note Agreement (Crown Holdings Inc)

Optional Redemption. (1Except pursuant to Sections 3.07(b) Except as set forth in clauses (2through Section 3.07(e) to (4and 4.15(f) of this Section 5the Indenture, the Notes shall will not be optionally redeemable at by the option of Issuer; provided, however, the Company Issuer may acquire the Notes by means other than an optional redemption. (a) At any time and from time to time prior to October 15, 2024. Beginning on October April 15, 2024, the Company Issuer may redeem all or a part of the Notes, in whole or in part, at once or over time, in accordance with Section 3.03 a redemption price equal to 100% of the Indenture, at principal amount of the redemption prices (expressed as percentages of principal amount) set forth belowNotes being redeemed plus the Applicable Premium, plus accrued and unpaid interest thereon on the Notes redeemedinterest, to (if any, to, but excluding) the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period commencing on October 15 of the years indicated below: 2024 102.25 % 2025 101.50 % 2026 100.75 % 2027 and thereafter 100.00 % (2) At any time prior to October 15, 2022, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes issued under the Indenture, in accordance with Section 3.03 of the Indenture, at a redemption price (expressed as a percentage of principal amount) equal to 104.50% of the principal amount thereof, plus accrued and unpaid interest thereon to (but excluding) the redemption date (subject to the right of Holders of record on the relevant Regular Record Date record date to receive interest due on the relevant related Interest Payment Date). (b) At any time and from time to time on or after April 15, 2024, the Issuer may redeem the Notes, in whole or in part, at the redemption prices (expressed as a percentage of principal amount) set forth below, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of Holders of record on the record date to receive interest due on the related Interest Payment Date): 2024 102.000% 2025 101.000% 2026 and thereafter 100.000% (c) At any time and from time to time prior to April 15, 2024, the Issuer may redeem up to 40% of the principal amount of the outstanding Notes (including Additional Notes, if any) with the net cash proceeds of one or more Equity OfferingsOfferings at a redemption price (expressed as a percentage of principal amount) of 104.000%, plus accrued and unpaid interest, if any, to, but excluding, the redemption date; provided, however, provided that (i) at least 60% of the aggregate principal amount of the Notes issued on the Issue Date and any Additional Notes originally issued under this the Indenture (excluding Notes held by after the Company and its Subsidiaries) remain Issue Date remains outstanding immediately following after each such redemption redemption, and (ii) notice of any such redemption occurs is given to the Holders within 90 days of the date of the closing of any each such Equity Offering. (3d) If the Company becomes obligated to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date, the Company The Issuer may, at any timeits option, redeem allthe Notes, in whole but not in part, at any time upon not less than 15 days’ nor more than 30 days’ notice to the Holders (which notice shall be irrevocable and given in accordance with Section 3.03 of the Notes Indenture), at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to (thereon to, but excluding) , the redemption date, provided that at any time premium, if any, and all Additional Amounts, if any, then due and which will become due on the date of redemption as a result of the redemption or otherwise, if the Issuer determines in good faith that the aggregate principal Issuer or any Guarantor is, or on the next date on which any amount would be payable in respect of the Notes, would be obligated to pay Additional Amounts in respect of the Notes outstanding pursuant to the terms and conditions thereof (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), which the Issuer or such Guarantor, as the case may be, cannot avoid by the use of reasonable measures available to it (including, without limitation, making payment through a Paying Agent located in another jurisdiction), as a result of: (1) any change in, or amendment to, the laws or treaties (or any regulations, official guidance or rulings promulgated thereunder) of any Relevant Taxing Jurisdiction affecting taxation which becomes effective on or after the Issue Date or, in the case of a Relevant Taxing Jurisdiction that arises after the Issue Date, the date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under the Indenture (or, in the case of a successor Person, after the date of assumption by the successor person of the obligations thereunder); or (2) any change in the official application, administration, or interpretation of the laws, treaties, regulations, official guidance or rulings of any Relevant Taxing Jurisdiction (including a holding, judgment, or order by a court of competent jurisdiction), on or after the Issue Date or, in the case of a Relevant Taxing Jurisdiction that arises after the Issue Date, the date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under the Indenture (or, in the case of a successor Person, after the date of assumption by the successor person of the obligations thereunder). Notwithstanding the foregoing, the Issuer may not redeem the Notes under this provision if a Relevant Taxing Jurisdiction changes and the Issuer is greater obligated to pay Additional Amounts as a result of a Change in Tax Law of such Relevant Taxing Jurisdiction which was officially announced at the time the latter became a Relevant Taxing Jurisdiction. Notwithstanding the foregoing, no such notice of redemption will be given (i) earlier than $20.0 million90 days prior to the earliest date on which the Issuer or any Guarantor, any Holder would be obliged to make such payment of Additional Amounts or withholding if a payment in respect of the Notes mayor the relevant Note Guarantee, to as the extent that it does not adversely affect case may be, were then due and (ii) unless at the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to time such Holder’s Notes; provided, further, that if any Holder waives such compliancenotice is given, the Company may not redeem that ▇▇▇▇▇▇’s Notes obligation to pay Additional Amounts remains in effect. (e) Except for redemption pursuant to Section 3.07(33.07(e) of the Indenture. (4) Prior , notices of optional redemption will be given at least 30 but not more than 60 days before the redemption date to October 15, 2024, the Company may redeem the Notes, in whole or in part, each Holder of Notes to be redeemed in accordance with Section 3.03 12.02 of the Indenture, at except that redemption notices may be given more than 60 days prior to a redemption price equal to date if the greater of (a) the Canada Yield Price and (b) 100% notice is issued in connection with a defeasance of the aggregate principal amount of Notes to be redeemed, plus, in each case, accrued or a satisfaction and unpaid interest thereon to (but excluding) the redemption date. (5) Any prepayment pursuant to this Section 5 shall be made in accordance with the provisions of Sections 3.01 through 3.06 discharge of the Indenture.

Appears in 2 contracts

Sources: Indenture (Sensata Technologies Holding PLC), Indenture (Sensata Technologies Holding PLC)

Optional Redemption. (1) Except as set forth in clauses (2) to (4) of this Section 5, the Notes shall not be redeemable at the option of the Company At any time prior to October 15July 1, 2024. Beginning on October 15, 20242017, the Company may redeem all or a part of the NotesNotes at its option, in whole, but not in part, at once or over any time, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address or otherwise in accordance with Section 3.03 the procedures of the IndentureDepository, at the a redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon on the Notes redeemed, price equal to (but excluding) the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period commencing on October 15 of the years indicated below: 2024 102.25 % 2025 101.50 % 2026 100.75 % 2027 and thereafter 100.00 % (2) At any time prior to October 15, 2022, the Company may on any one or more occasions redeem up to 40100% of the aggregate principal amount of the Notes issued under the Indenture, in accordance with Section 3.03 of the Indenture, at a redemption price redeemed (expressed as a percentage of principal amount) equal to 104.50% of the including any PIK Notes or any increased principal amount thereof, of notes as payment for PIK Interest) plus accrued and unpaid cash interest thereon together with an amount of cash equal to (all accrued and unpaid PIK Interest, on the Notes, to but excluding) excluding the redemption date (subject to the right of Holders of record on the relevant Regular Record Date record date to receive interest due on the relevant Interest Payment Date) with the net cash proceeds of one or more Equity Offerings; providedinterest payment date). In addition, howeveron and after July 1, that (i) at least 60% of the aggregate principal amount of the Notes issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remain outstanding immediately following such redemption and (ii) any such redemption occurs within 90 days of the date of the closing of any such Equity Offering. (3) If the Company becomes obligated to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date, the Company may, at any time, redeem all, but not part, of the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to (but excluding) the redemption date, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes may, to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture. (4) Prior to October 15, 20242017, the Company may redeem the Notes, at its option, in whole at any time or in partpart from time to time, in accordance with Section 3.03 of the Indenture, at a redemption price equal upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to the greater of (a) the Canada Yield Price and (b) 100% of the aggregate principal amount of Notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to (but excluding) the redemption date. (5) Any prepayment pursuant to this Section 5 shall be made Holder’s registered address or otherwise in accordance with the provisions of Sections 3.01 through 3.06 procedures of the IndentureDepository, at the following redemption prices (expressed as a percentage of principal amount (including any PIK Notes or any increased principal amount of notes as payment for PIK Interest)), plus accrued and unpaid cash interest together with an amount of cash equal to all accrued and unpaid PIK Interest, on the Notes, to but excluding the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on July 1 of the years set forth below: 2017 106.00 % 2018 103.00 % 2019 and thereafter 100.00 % In connection with any redemption of Notes, any such redemption may, at the Company’s discretion, be subject to one or more conditions precedent. In addition, if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date, or by the redemption date so delayed.

Appears in 2 contracts

Sources: Indenture (Delta Tucker Holdings, Inc.), Indenture (Worldwide Recruiting & Staffing Services LLC)

Optional Redemption. (1) Except as set forth in clauses (2) to (4) of this Section 5, the The Notes shall not be redeemable at the option of the Company prior to October 15, 2024. Beginning on October 15, 2024, the Company may redeem all or a part of the Notes, at once or over time, in accordance with Section 3.03 of the Indentureare redeemable, at the redemption prices Company’s option, in whole or in part, at any time or from time to time, on and after December 1, 2014 and prior to maturity, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s last address as it appears in the Security Register, at the following Redemption Prices (expressed as in percentages of principal amount) set forth below), plus accrued and unpaid interest thereon on the Notes redeemedinterest, to (if any, to, but excluding) , the applicable redemption date Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date that is on or prior to the Redemption Date to receive interest due on an Interest Payment Date), if redeemed during the 12-month period commencing on December 1 of the following years: 2014 104.938 % 2015 102.469 % 2016 and thereafter 100.000 % In addition, on and after the effectiveness of the Assumption, prior to December 1, 2013, the Company may, at its option, at any time or from time to time, redeem up to 35% of the aggregate principal amount of the Notes (including any Additional Notes) with the net proceeds from one or more Equity Offerings of the Company or, if there is a Parent Transaction, Parent at a Redemption Price (expressed as a percentage of principal amount) of 109.875% of their principal amount, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date (subject to the rights of Holders of record on the relevant Regular Record Date that is on or prior to the Redemption Date to receive interest due on an Interest Payment Date); provided, however, that (i) at least 65% of the aggregate principal amount of Notes (including any Additional Notes) initially issued under the Indenture remains outstanding immediately after each such redemption and (ii) notice of such redemption is mailed within 90 days after the closing of the related Equity Offering. On and after the effectiveness of the Assumption, prior to December 1, 2014, the Company may, at its option, in whole or in part, at any time or from time to time, redeem any of the Notes upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s last address as it appears in the Security Register, at a Redemption Price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but excluding, the applicable Redemption Date, subject to the rights of Holders of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date). Notes in original denominations larger than $1,000 may be redeemed in part. On and after the Redemption Date, if redeemed during interest ceases to accrue on Notes or portions of Notes called for redemption, unless the twelve-month period commencing on October 15 Company defaults in the payment of the years indicated below: 2024 102.25 % 2025 101.50 % 2026 100.75 % 2027 and thereafter 100.00 % (2) At any time prior to October 15, 2022, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes issued under the Indenture, in accordance with Section 3.03 of the Indenture, at a redemption price (expressed as a percentage of principal amount) equal to 104.50% of the principal amount thereof, plus accrued and unpaid interest thereon to (but excluding) the redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date) with the net cash proceeds of one or more Equity Offerings; provided, however, that (i) at least 60% of the aggregate principal amount of the Notes issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remain outstanding immediately following such redemption and (ii) any such redemption occurs within 90 days of the date of the closing of any such Equity OfferingRedemption Price. (3) If the Company becomes obligated to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date, the Company may, at any time, redeem all, but not part, of the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to (but excluding) the redemption date, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes may, to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture. (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, at a redemption price equal to the greater of (a) the Canada Yield Price and (b) 100% of the aggregate principal amount of Notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to (but excluding) the redemption date. (5) Any prepayment pursuant to this Section 5 shall be made in accordance with the provisions of Sections 3.01 through 3.06 of the Indenture.

Appears in 2 contracts

Sources: Indenture (PAETEC Holding Corp.), Indenture (PAETEC Holding Corp.)

Optional Redemption. (a) At any time prior to December 1, 2015, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 108.500% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that: (1) Except as set forth in clauses at least 65% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 45 days of the date of the closing of such Equity Offering. (b) At any time prior to December 1, 2015, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, 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 and Additional Amounts, if any, to, the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (4c) of this Section 5Except pursuant to the two preceding paragraphs, the Notes shall will not be redeemable at the Company’s option of the Company prior to October 15December 1, 2024. Beginning on October 152015. (d) On or after December 1, 20242015, the Company may redeem all or a part of the Notes, at once or over time, in accordance with Section 3.03 of the IndentureNotes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, below plus accrued and unpaid interest thereon and Additional Amounts, if any, on the Notes redeemed, to (but excluding) the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date)date, if redeemed during the twelve-month period commencing beginning on October 15 December 1 of the years indicated below: 2024 102.25 % 2025 101.50 % 2026 100.75 % 2027 and thereafter 100.00 % (2) At any time prior to October 15, 2022, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes issued under the Indenture, in accordance with Section 3.03 of the Indenture, at a redemption price (expressed as a percentage of principal amount) equal to 104.50% of the principal amount thereof, plus accrued and unpaid interest thereon to (but excluding) the redemption date (subject to the right rights of Holders of record on the relevant Regular Record Date record date to receive interest due on the relevant Interest Payment Date) with interest payment date: Year Percentage 2015 106.375 % 2016 104.250 % 2017 102.125 % 2018 and thereafter 100.000 % Unless the net cash proceeds of one or more Equity Offerings; provided, however, that (i) at least 60% Company defaults in the payment of the aggregate principal amount of redemption price, interest will cease to accrue on the Notes issued under this Indenture (excluding Notes held by or portions thereof called for redemption on the Company and its Subsidiaries) remain outstanding immediately following such redemption and (ii) any such redemption occurs within 90 days of the date of the closing of any such Equity Offering. (3) If the Company becomes obligated to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date, the Company may, at any time, redeem all, but not part, of the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to (but excluding) the redemption date, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes may, to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture. (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, at a redemption price equal to the greater of (a) the Canada Yield Price and (b) 100% of the aggregate principal amount of Notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to (but excluding) the applicable redemption date. (5e) Any prepayment redemption pursuant to this Section 5 3.07 shall be made in accordance with pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturehereof.

Appears in 2 contracts

Sources: Indenture (STUDIO CITY INTERNATIONAL HOLDINGS LTD), Indenture (Melco Crown Entertainment LTD)

Optional Redemption. (1a) Except as set forth in clauses (2) to (4) of this Section 5, the The Notes shall will not be redeemable at the Company's option prior to _____________. The Notes may be redeemed, in whole or in part, at the option of the Company prior to October 15, 2024. Beginning on October 15, 2024, the Company may redeem all or a part of the Notes, at once or over time, in accordance with Section 3.03 of the Indentureafter _____________, at the redemption prices specified below (expressed as percentages of the principal amount) set forth belowamount thereof), plus in each case, together with accrued and unpaid interest thereon on the Notes redeemedinterest, to (but excluding) the applicable redemption date (subject hereon to the right date of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date)redemption, upon not less than 30 nor more than 60 days' notice, if redeemed during the twelve-month period commencing beginning on October 15 ___________ of the years indicated below: 2024 102.25 % 2025 101.50 % 2026 100.75 % 2027 and thereafter 100.00 % REDEMPTION YEAR PRICE [(2b) At any time Notwithstanding the foregoing, prior to October 15, 2022____________, the Company may may, on any one or more occasions occasions, use the net proceeds of one or more offerings of its capital stock to redeem up to 40__% of the aggregate principal amount of the Notes all notes that had been issued under the Indenture, in accordance with Section 3.03 Indenture up to the time of the Indenture, redemption at a redemption price (expressed as a percentage of principal amount) equal to 104.50__% of the principal amount thereofof the notes redeemed, plus accrued and unpaid interest thereon to (but excluding) the redemption date (subject interest, to the right date of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date) with the net cash proceeds of one or more Equity Offeringsredemption; providedprovided that, howeverafter any such redemption, that (i) at least 60% of the aggregate principal amount of the Notes issued under this Indenture outstanding (excluding Notes held by the Company and its Subsidiaries) remain outstanding immediately following such redemption must equal at least __% of the Notes that had been issued under the Indenture up to the time of redemption; and (ii) provided further, that any such redemption occurs shall occur within 90 days of the date of the closing of any such Equity Offering. (3) If the Company becomes obligated to pay any Additional Amounts because offering of a change in the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date, the Company may, at any time, redeem all, but not part, Capital Stock of the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to (but excluding) the redemption date, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes may, to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture. (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, at a redemption price equal to the greater of (a) the Canada Yield Price and (b) 100% of the aggregate principal amount of Notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to (but excluding) the redemption date. (5) Any prepayment pursuant to this Section 5 shall be made in accordance with the provisions of Sections 3.01 through 3.06 of the Indenture.]

Appears in 2 contracts

Sources: Senior Indenture (Harleysville Group Inc), Subordinated Indenture (Harleysville Group Inc)

Optional Redemption. (a) At any time prior to March 15, 2007, the Company may redeem all or any portion of the Notes, at once or over time, after giving the required notice under the Indenture at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed, and (ii) the sum of the present values of (1) Except the redemption price of the Notes at March 15, 2007 (as set forth in clauses below) and (2) the remaining scheduled payments of interest from the redemption date through March 15, 2007, but excluding accrued and unpaid interest through the redemption date, discounted to the redemption date (4assuming a 360-day year consisting of twelve 30-day months), at the Treasury Rate plus 50 basis points, plus, in either case, accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date). (b) In addition, before March 15, 2006, subject to the provisions contained in the Credit Agreement prohibiting the purchase of this Section 5Notes by the Company, unless and until any Indebtedness outstanding under the Credit Agreement is repaid in full, the Notes shall not be redeemable at Company may redeem, on any one or more occasions, with the option net cash proceeds of one or more public offerings of common equity, including Class B Common Stock, of the Company prior and/or Parent Guarantor (within 60 days of the consummation of any public Equity Offering), up to October 35% of the aggregate principal amount of the Notes at a redemption price equal to 108.875% of the principal amount of the Notes issued under the Indenture, plus accrued and unpaid interest thereon, if any, to the redemption date; provided, however, that, in order to redeem the Notes with the net cash proceeds of a public Equity Offering, at least 65% of the aggregate principal amount of the Notes originally issued under the Indenture must remain outstanding immediately following any such redemption. (c) On or after March 15, 2024. Beginning on October 15, 20242007, the Company may redeem all or a part of the Notes, at once or over time, Notes upon notice in accordance with Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon on the Notes redeemed, to (but excluding) the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date)redemption date, if redeemed during the twelve12-month period commencing beginning on October March 15 of the years indicated below: 2024 102.25 2007 104.438 % 2025 101.50 2008 102.219 % 2026 100.75 % 2027 2009 and thereafter 100.00 100.000 % (2) At any time prior to October 15, 2022, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes issued under the Indenture, in accordance with Section 3.03 of the Indenture, at a redemption price (expressed as a percentage of principal amount) equal to 104.50% of the principal amount thereof, plus accrued and unpaid interest thereon to (but excluding) the redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date) with the net cash proceeds of one or more Equity Offerings; provided, however, that (i) at least 60% of the aggregate principal amount of the Notes issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remain outstanding immediately following such redemption and (ii) any such redemption occurs within 90 days of the date of the closing of any such Equity Offering. (3) If the Company becomes obligated to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date, the Company may, at any time, redeem all, but not part, of the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to (but excluding) the redemption date, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes may, to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture. (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, at a redemption price equal to the greater of (a) the Canada Yield Price and (b) 100% of the aggregate principal amount of Notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to (but excluding) the redemption date. (5d) Any prepayment pursuant to this Section 5 paragraph shall be made in accordance with pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Appears in 1 contract

Sources: Indenture (La Quinta Properties Inc)

Optional Redemption. (1a) Except as set forth The Notes may be redeemed, in clauses (2) whole or in part, at any time prior to (4) of this Section 5December 15, the Notes shall not be redeemable 2013, at the option of the Company prior Issuer, at a Redemption Price equal to October 15, 2024. Beginning on October 15, 2024, the Company may redeem all or a part 100% of the Notes, at once or over time, in accordance with Section 3.03 principal amount of the IndentureNotes redeemed plus the Applicable Premium as of, at the redemption prices (expressed as percentages of principal amount) set forth below, plus and accrued and unpaid interest thereon on the Notes redeemedinterest, if any, to (but excluding) not including, the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date). (b) The Notes are subject to redemption, if redeemed during at the twelve-month period commencing on October 15 option of the years indicated below: 2024 102.25 % 2025 101.50 % 2026 100.75 % 2027 and thereafter 100.00 % (2) At Issuer, in whole or in part, at any time prior to October on or after December 15, 2022, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes issued under the Indenture, in accordance with Section 3.03 of the Indenture2013, at a redemption price the Redemption Prices (expressed as a percentage of principal amount) equal to 104.50% percentages of the principal amount thereofto be redeemed) set forth below, plus accrued and unpaid interest thereon to (interest, if any, to, but excluding) not including, the redemption date (subject to the right of Holders of record on the relevant Regular Record Date regular record date to receive interest due on an interest payment date), if redeemed during the relevant Interest Payment Date12-month period beginning on December 15 of the years indicated: Year Redemption Price 2013 104.813 % 2014 102.406 % 2015 and thereafter 100.00 % (c) Prior to December 15, 2012, the Issuer may, with the net cash proceeds of one or more Equity Offerings; provided, however, that (i) at least 60redeem up to 35% of the aggregate principal amount of the outstanding Notes issued under this Indenture (including Additional Notes) at a Redemption Price equal to 109.625% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the date of redemption; provided that at least 65% of the principal amount of Notes then outstanding (including Additional Notes) remains outstanding immediately after the occurrence of any such redemption (excluding Notes held by the Company and or its Subsidiaries) remain outstanding immediately following such redemption and (ii) that any such redemption occurs within 90 days of the date of following the closing of any such Equity Offering. (3d) If the Company becomes obligated In addition, prior to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing AuthorityDecember 15, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date2013, the Company may, at any time, Issuer may redeem all, but not part, up to an aggregate $30 million of the Notes in any 12-month period, in connection with up to two redemptions in such 12-month period, at a price equal to 100Redemption Price of 103% of the principal amount thereof, plus accrued and unpaid interest to (but excluding) the redemption date, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes may, to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture. (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, at a redemption price equal to the greater of (a) the Canada Yield Price and (b) 100% of the aggregate principal amount of Notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to (but excluding) the redemption date. (5) Any prepayment pursuant to this Section 5 shall be made in accordance with the provisions of Sections 3.01 through 3.06 of the Indenture.

Appears in 1 contract

Sources: Indenture (Salem Communications Corp /De/)

Optional Redemption. (1a) Except as set forth in clauses (2) to (4) of this Section 5, the Notes shall not be redeemable at the option of the Company At any time prior to October 15, 2024. Beginning on October 15, 20242020, the Company may Issuers may, at their option and on one or more occasions redeem all or a part of the Notes, upon notice as described under Section 3.03 of the Indenture, at once a redemption price (as calculated by the Company) equal to the sum of (i) 100.00% of the principal amount of the Notes redeemed, plus (ii) the Applicable Premium, plus (iii) accrued and unpaid interest, if any, to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Any notice of redemption made in connection with a related transaction or over timeevent (including an Equity Offering, contribution, Change of Control, Asset Sale or other transaction) may, at the Issuers’ discretion, be given prior to the completion or the occurrence thereof, and any such redemption or notice may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, the completion or occurrence of the related transaction or event, as the case may be. (b) At any time prior to October 15, 2020, the Issuers may, at their option and on one or more occasions, redeem up to 40.00% of the aggregate principal amount of Notes and Additional Notes issued under the Indenture at a redemption price (as calculated by the Company) equal to the sum of (i) 109.750% of the aggregate principal amount thereof, 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 Company, plus (ii) accrued and unpaid interest thereon, if any, to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date; provided that (a) at least 50.00% of the sum of the aggregate principal amount of Notes originally issued under the Indenture on the Issue Date and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption (unless all such Notes are redeemed substantially concurrently) and (b) each such redemption occurs within 180 days of the date of closing of the applicable Equity Offering or contribution. (c) In connection with any Change of Control Offer, Alternate Offer or other tender offer to purchase all of the Notes, if Holders of not less than 90.00% of the aggregate principal amount of the then outstanding Notes validly tender and do not validly withdraw such Notes in such Change of Control Offer, Alternate Offer or other tender offer and the Issuers purchase, or any third party making such Change of Control Offer, Alternate Offer or other tender offer in lieu of the Issuers purchases, all of the Notes validly tendered and not validly withdrawn by such Holders, the Issuers or such third party will have the right upon not less than 10 days’ nor more than 60 days’ notice, given not more than 60 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a price equal to the price offered to each other Holder in such Change of Control Offer or other tender offer, plus, to the extent not included in the Change of Control Offer or other tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Redemption Date (subject to the right of the Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date). (d) Except pursuant to clause (a), (b) or (c) of Section 3.07 of the Indenture, the Notes will not be redeemable at the Issuers’ option prior to October 15, 2020. (e) On and after October 15, 2020, the Issuers may, at their option and on one or more occasions, redeem all or a part of the Notes, in whole or in part, upon notice in accordance with Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amountamount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon on the Notes redeemedinterest, to (if any, to, but excluding) , the applicable redemption date (Redemption Date, subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period commencing on October 15 of the years periods indicated below: 2024 102.25 % 2025 101.50 % 2026 100.75 % 2027 and thereafter 100.00 % (2) At any time prior to October 15, 20222020 to October 14, the Company may on any one or more occasions redeem up to 402021 107.313 % of the aggregate principal amount of the Notes issued under the Indenture, in accordance with Section 3.03 of the Indenture, at a redemption price (expressed as a percentage of principal amount) equal to 104.50% of the principal amount thereof, plus accrued and unpaid interest thereon to (but excluding) the redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date) with the net cash proceeds of one or more Equity Offerings; provided, however, that (i) at least 60% of the aggregate principal amount of the Notes issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remain outstanding immediately following such redemption and (ii) any such redemption occurs within 90 days of the date of the closing of any such Equity Offering. (3) If the Company becomes obligated to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date, the Company may, at any time, redeem all, but not part, of the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to (but excluding) the redemption date, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes may, to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture. (4) Prior to October 15, 20242021 to April 14, the Company may redeem the Notes2022 104.875 % April 15, in whole or in part, in accordance with Section 3.03 of the Indenture, at a redemption price equal to the greater of (a) the Canada Yield Price 2022 and (b) 100% of the aggregate principal amount of Notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to (but excluding) the redemption date. (5) Any prepayment pursuant to this Section 5 shall be made in accordance with the provisions of Sections 3.01 through 3.06 of the Indenture.thereafter 100.000 %

Appears in 1 contract

Sources: Indenture (Vine Energy Inc.)

Optional Redemption. (1a) Except as set forth in clauses (2) to (4) of this Section 5, the Notes shall not be redeemable at the option of the Company At any time prior to October 15November 1, 2024. Beginning on October 15, 20242015, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes (including Additional Notes) issued under the Indenture, upon not less than 15 nor more than 60 days’ notice, at a redemption price equal to 108.75% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but not including, the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with net cash proceeds of one or more Equity Offerings of Parent (to the extent such proceeds are contributed to the Company’s common equity capital); provided that: (i) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries but including any Additional Notes) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of the closing of such Equity Offering. Notice of any redemption upon an Equity Offering may be given prior to the completion thereof, and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (b) At any time prior to November 1, 2015, the Company may also redeem all or a part of the Notes, at once upon not less than 15 nor more than 60 days’ notice electronically transmitted (except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or over time, in accordance with Section 3.03 a satisfaction and discharge of the Indenture) or mailed by first-class mail to each holder’s registered address, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to the preceding paragraphs and Section 3.10(e) of the Indenture, the Notes will not be redeemable at the Company’s option prior to November 1, 2015. (d) On or after November 1, 2015, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 nor more than 60 days’ notice (except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture), at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon interest, if any, on the Notes redeemed, to (to, but excluding) not including, the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date)redemption, if redeemed during the twelve-month period commencing beginning on October 15 November 1 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: 2024 102.25 2015 106.5625% 2025 101.50 2016 104.3750% 2026 100.75 2017 102.1875% 2027 2018 and thereafter 100.00 % (2) At 100.0000% In connection with any time prior redemption of Notes, any such redemption may, at the Company’s discretion, be subject to October 15, 2022, the Company may on any one or more occasions redeem up to 40% conditions precedent. Unless the Company defaults in the payment of the aggregate principal amount of redemption price, interest will cease to accrue on the Notes issued under the Indenture, in accordance with Section 3.03 of the Indenture, at a or portions thereof called for redemption price (expressed as a percentage of principal amount) equal to 104.50% of the principal amount thereof, plus accrued and unpaid interest thereon to (but excluding) the redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date) with the net cash proceeds of one or more Equity Offerings; provided, however, that (i) at least 60% of the aggregate principal amount of the Notes issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remain outstanding immediately following such redemption and (ii) any such redemption occurs within 90 days of the date of the closing of any such Equity Offering. (3) If the Company becomes obligated to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date, the Company may, at any time, redeem all, but not part, of the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to (but excluding) the redemption date, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes may, to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture. (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, at a redemption price equal to the greater of (a) the Canada Yield Price and (b) 100% of the aggregate principal amount of Notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to (but excluding) the applicable redemption date. (5) Any prepayment pursuant to this Section 5 shall be made in accordance with the provisions of Sections 3.01 through 3.06 of the Indenture.

Appears in 1 contract

Sources: Indenture (EM Holdings LLC)

Optional Redemption. (1) Except as set forth in clauses (2) to (4) of this Section 5below, the Notes Company shall not be redeemable at entitled to redeem the option of the Company prior to October 15Notes. On and after December 1, 2024. Beginning on October 15, 20242010, the Company may redeem all the Notes at its option, in whole at any time or a in part of the Notes, at once or over from time to time, in accordance with Section 3.03 of the Indentureupon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each holder’s registered address, at the following redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon on the Notes redeemed, to (but excluding) the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period commencing on October 15 of the years indicated below: 2024 102.25 % 2025 101.50 % 2026 100.75 % 2027 and thereafter 100.00 % (2) At any time prior to October 15, 2022, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes issued under the Indenture, in accordance with Section 3.03 of the Indenture, at a redemption price (expressed as a percentage of principal amount) equal to 104.50% of the principal amount thereof), plus accrued and unpaid interest thereon and additional interest, if any, to (but excluding) the redemption date (subject to the right of Holders of record on the relevant Regular Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date), if redeemed during the 12-month period commencing on December 1 of the years set forth below: Period Price 2010 105.563 % 2011 103.708 % 2012 101.854 % 2013 and thereafter 100.000 % In addition, prior to December 1, 2010, the Company may redeem the Notes at its option, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each holder’s registered address, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and additional interest, if any, to the applicable redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date). Notwithstanding the foregoing, at any time and from time to time on or prior to December 1, 2008, the Company may redeem, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each holder’s registered address, in the aggregate principal amount not to exceed 35% of the original aggregate principal amount of the Notes (which includes Additional Notes, if any) with the net cash proceeds of one or more Equity OfferingsOfferings (1) by the Company or (2) by any direct or indirect parent of the Company, to the extent the net cash proceeds thereof are contributed to the common equity capital of the Company or used to purchase Capital Stock (other than Disqualified Stock) of the Company from it, at a redemption price (expressed as a percentage of principal amount thereof) of 111.13% plus accrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that (i) at least 6065% of the aggregate principal amount of the Notes issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remain which includes Additional Notes, if any), remains outstanding immediately following after each such redemption; provided further, however, that such redemption and (ii) any such redemption occurs shall occur within 90 days of after the date of the closing of on which any such Equity Offering. (3) If the Company becomes obligated to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that Offering is publicly announced or becomes effective on or after the Issue Date, the Company may, at any time, redeem all, but not part, of the Notes at a price equal to 100% of the principal amount thereof, plus accrued consummated and unpaid interest to (but excluding) the redemption date, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes may, to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture. (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, at a redemption price equal to the greater of (a) the Canada Yield Price and (b) 100% of the aggregate principal amount of Notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to (but excluding) the redemption date. (5) Any prepayment pursuant to this Section 5 shall be made otherwise in accordance with the provisions of Sections 3.01 through 3.06 of procedures set forth in the Indenture.

Appears in 1 contract

Sources: Indenture (Metals USA Plates & Shapes Southcentral, Inc.)

Optional Redemption. (1) Except as set forth in clauses (2) to (4) of this Section 5, the Notes shall not be redeemable at the option of the Company prior to October 15, 2024. Beginning on October 15, 2024the Initial Redemption Date, the Company may shall be entitled to redeem all or a part of the Notes (which includes Additional Notes, if any) at once or over timeits option, in accordance with Section 3.03 of the Indenturewhole or in part, upon not less than 10 nor more than 60 days’ notice, at the following redemption prices (expressed as percentages of the principal amountamount thereof) set forth below, plus accrued and unpaid interest thereon on the Notes redeemed, to (but excluding) the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date record date to receive interest due on the relevant Interest Payment Date), related interest payment date) if redeemed during the twelve-month period commencing on October 15 March 1 of the years indicated year set forth below: 2024 102.25 2027 103.313 % 2025 101.50 2028 101.656 % 2026 100.75 % 2027 2029 and thereafter 100.00 % (2) At any time 100.000 % In addition, prior to October 15March 1, 20222027, the Company may shall be entitled at its option on any one or more occasions to redeem up Notes (which includes Additional Notes, if any) in an aggregate principal amount not to exceed 40% of the aggregate principal amount of the Notes (which includes Additional Notes, if any) originally issued under the Indenture, in accordance with Section 3.03 of the Indenture, at a redemption price (expressed as a percentage of principal amount) equal to 104.50% of the principal amount thereof106.625%, plus accrued and unpaid interest thereon to (interest, if any, to, but excluding) , the redemption date (subject to the right of Holders of record on the relevant Regular Record Date record date to receive interest due on the relevant Interest Payment Date) interest payment date), with an amount not to exceed the net cash proceeds of from one or more Equity OfferingsOfferings (provided that if the Equity Offering is an offering by Holdings, a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any such Notes by the Company is contributed to the equity capital of the Company); provided, however, that that: (i1) at least 60% of the such aggregate principal amount of Notes (which includes Additional Notes, if any) remains outstanding immediately after the occurrence of each such redemption (other than Notes issued under this Indenture (excluding Notes held held, directly or indirectly, by the Company and or its Subsidiaries) remain outstanding immediately following such redemption Affiliates); and (ii2) any each such redemption occurs within 90 days of after the date of the closing related Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the completion thereof, and any such redemption or notice may, at the Company’s discretion, be subject to the completion of the related Equity Offering. (3) If the Company becomes obligated . Prior to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing AuthorityMarch 1, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date2027, the Company may, shall be entitled at any time, its option to redeem all, but not part, all or a portion of the Notes at a redemption price equal to 100% of the principal amount thereofof the Notes plus the Applicable Premium as of, plus and accrued and unpaid interest to (interest, if any, to, but excluding) , the redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date). Notice of such redemption shall be sent to The Depository Trust Company (“DTC”), provided that at any time that in the aggregate principal amount case of Global Notes, or mailed by first-class mail to each Holder’s registered address in the Notes outstanding is greater than $20.0 million, any Holder case of the Notes maycertificated notes (and, to the extent that it does permitted by applicable procedures and regulations, electronically), not adversely affect less than 10 nor more than 60 days prior to the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture redemption date. The Trustee shall have no responsibility with respect to such Holder’s Notes; provided, further, that if the determination of any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indentureredemption price. (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, at a redemption price equal to the greater of (a) the Canada Yield Price and (b) 100% of the aggregate principal amount of Notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to (but excluding) the redemption date. (5) Any prepayment pursuant to this Section 5 shall be made in accordance with the provisions of Sections 3.01 through 3.06 of the Indenture.

Appears in 1 contract

Sources: Indenture (TransDigm Group INC)

Optional Redemption. (a) At any time prior to November 1, 2016 the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 108.500% of the principal amount, plus accrued and unpaid interest to the redemption date, with the net cash proceeds of one or more Equity Offerings of the Company (or of any Parent, to the extent such proceeds are contributed to the Company’s common equity capital); provided that: (1) Except as set forth in clauses at least 65% of the aggregate principal amount of the Initial Notes (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) to (4) of this Section 5, the Notes shall not be redeemable at the option redemption occurs within 90 days of the Company date of the closing of such Equity Offering or contribution. (b) At any time prior to October 15November 1, 2024. Beginning on October 15, 2024, 2016 the Company may redeem all or a part of the Notes, at once upon not less than 30 days’ nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address or over time, otherwise in accordance with Section 3.03 the procedures of DTC, at a redemption price equal to 100% of the Indentureprincipal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest to, the date of redemption (the “Redemption Date”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (c) [Reserved]. (d) Except pursuant to Section 5.7(a) or (b), the Notes shall not be redeemable at the Company’s option prior to November 1, 2016. (e) On or after November 1, 2016 the Company may redeem all or a part of the Notes upon not less than 30 days’ nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, below plus accrued and unpaid interest thereon on the Notes redeemed, to (but excluding) the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date)date, if redeemed during the twelve-month period commencing beginning on October 15 November 1 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: 2024 102.25 2016 104.250 % 2025 101.50 2017 102.125 % 2026 100.75 % 2027 and thereafter 100.00 2018 100.000 % (2f) At any time prior to October 15, 2022, Unless the Company may on any one or more occasions redeem up to 40% defaults in the payment of the aggregate principal amount of redemption price, interest will cease to accrue on the Notes issued under the Indenture, in accordance with Section 3.03 of the Indenture, at a or portions thereof called for redemption price (expressed as a percentage of principal amount) equal to 104.50% of the principal amount thereof, plus accrued and unpaid interest thereon to (but excluding) the redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date) with the net cash proceeds of one or more Equity Offerings; provided, however, that (i) at least 60% of the aggregate principal amount of the Notes issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remain outstanding immediately following such redemption and (ii) any such redemption occurs within 90 days of the date of the closing of any such Equity Offering. (3) If the Company becomes obligated to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date, the Company may, at any time, redeem all, but not part, of the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to (but excluding) the redemption date, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes may, to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture. (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, at a redemption price equal to the greater of (a) the Canada Yield Price and (b) 100% of the aggregate principal amount of Notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to (but excluding) the applicable redemption date. (5g) Any prepayment redemption pursuant to this Section 5 5.7 shall be made in accordance with pursuant to the provisions of Sections 3.01 5.1 through 3.06 of the Indenture5.6 hereof.

Appears in 1 contract

Sources: Indenture (REV Group, Inc.)

Optional Redemption. (1a) Except as set forth in clauses (2b), (c) to and (4d) of this Section 53.07, the Notes Issuers shall not be redeemable at have the option of to redeem the Company Notes pursuant to this Section 3.07 prior to October February 15, 20242018. Beginning on October On or after February 15, 20242018, the Company Issuers may on any one or more occasions redeem all or a part of the Notes, at once or over time, in accordance with Section 3.03 of the Indenture, Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon on the Notes redeemedand Additional Interest, if any, to (but excluding) the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date record date to receive interest due on an interest payment date that is on or prior to the relevant Interest Payment Dateredemption date), if redeemed during the twelve-month period commencing beginning on October February 15 of the years indicated below: 2024 102.25 YEAR PERCENTAGE 2018 105.625 % 2025 101.50 2019 103.750 % 2026 100.75 2020 101.875 % 2027 2021 and thereafter 100.00 100.000 % (2b) At Notwithstanding the provisions of clause (a) of this Section 3.07, at any time prior to October February 15, 20222018, the Company Issuers may on any one or more occasions redeem up to 4035% of the aggregate principal amount of the Notes (including any Additional Notes) issued under the Indenture, in accordance with Section 3.03 of the Indenture, this Indenture at a redemption price (expressed as a percentage of principal amount) equal to 104.50107.50% of the principal amount thereof, plus accrued and unpaid interest thereon and Additional Interest, if any, to (but excluding) the redemption date (subject to the right of Holders of record on the relevant Regular Record Date record date to receive interest due on an interest payment date that is on or prior to the relevant Interest Payment Date) with redemption date), in an amount not greater than the net cash proceeds of one or more Equity Offerings; provided, however, that provided that: (i1) at least 6065% of the aggregate principal amount of the Notes (including any Additional Notes) issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (excluding any Notes held by the Company and its Subsidiaries); and (2) remain outstanding immediately following such redemption and (ii) any each such redemption occurs within 90 180 days of the date of the closing of any each such Equity Offering. (3c) If the Company becomes obligated Prior to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing AuthorityFebruary 15, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date2018, the Company may, at Issuers may on any time, one or more occasions redeem all, but not part, all or part of the Notes at a redemption price equal to the sum of: (1) 100% of the principal amount thereof, plus plus (2) accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to (but excluding) the redemption date), provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes may, to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture.plus (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, at a redemption price equal to the greater of (a3) the Canada Yield Price and (b) 100% of the aggregate principal amount of Notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to (but excluding) Make Whole Premium at the redemption date. (5d) The Notes may also be redeemed following certain Change of Control Offers, at the redemption price and subject to the conditions set forth in Section 4.15(6). (e) Any prepayment redemption pursuant to this Section 5 3.07 shall be made in accordance with pursuant to the provisions of Sections Section 3.01 through Section 3.06 of the Indenturehereof.

Appears in 1 contract

Sources: Indenture (Western Refining Logistics, LP)

Optional Redemption. (1a) Except as set forth in clauses (2) The Notes are subject to (4) of this Section 5redemption, the Notes shall not be redeemable at the option of the Company prior to October 15Issuer, 2024. Beginning on October 15, 2024, the Company may redeem all in whole or a part of the Notesin part, at once any time or over timefrom time to time on or after April 1, in accordance with Section 3.03 of the Indenture2016, at the redemption prices Redemption Prices (expressed as percentages of the principal amountamount to be redeemed) set forth below, plus accrued and unpaid interest thereon on the Notes redeemedinterest, if any, to (but excluding) not including, the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date record date to receive interest due on an interest payment date that is on or prior to the relevant Interest Payment Dateredemption date), if redeemed during the twelve12-month period commencing beginning on October 15 of April 1of the years indicated below: 2024 102.25 2016 104.563 % 2025 101.50 2017 102.281 % 2026 100.75 % 2027 2018 and thereafter 100.00 % (2b) At any time prior Prior to October 15April 1, 20222015, the Company may Issuer may, on any one or more occasions occasions, with the net proceeds of one or more Qualified Equity Offerings, redeem up to 4035% of the aggregate principal amount of the outstanding Notes issued under the Indenture, in accordance with Section 3.03 of the Indenture, (including Additional Notes) at a redemption price (expressed as a percentage of principal amount) Redemption Price equal to 104.50109.125% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon thereon, if any, to, but not including, the date of redemption; provided that at least 65% of the aggregate principal amount of Notes then outstanding (including Additional Notes) remains outstanding immediately after the occurrence of any such redemption (excluding Notes held by the Company or its Subsidiaries) and that any such redemption occurs within 120 days following the closing of any such Qualified Equity Offering. (c) At any time or from time to (time prior to April 1, 2016, the Company may also, at its option, on any one or more occasion, redeem all or any portion of the Notes, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding) not including, the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date record date to receive interest due on an interest payment date that is on or prior to the relevant Interest Payment Date) with the net cash proceeds of one or more Equity Offerings; provided, however, that (i) at least 60% of the aggregate principal amount of the Notes issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remain outstanding immediately following such redemption and (ii) any such redemption occurs within 90 days of the date of the closing of any such Equity Offeringdate). (3d) If the Company becomes obligated to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date, the Company may, The Issuer may at any time, redeem alland from time to time, but not partacquire Notes by means other than a redemption whether pursuant to an issuer tender offer, of open market purchase or negotiated transaction so long as the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to (but excluding) the redemption date, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes may, to the extent that it acquisition does not adversely affect otherwise violate the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions terms of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the this Indenture. (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, at a redemption price equal to the greater of (a) the Canada Yield Price and (b) 100% of the aggregate principal amount of Notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to (but excluding) the redemption date. (5) Any prepayment pursuant to this Section 5 shall be made in accordance with the provisions of Sections 3.01 through 3.06 of the Indenture.

Appears in 1 contract

Sources: Indenture (Ascent Capital Group, Inc.)

Optional Redemption. (a) Prior to May 1) Except as set forth in clauses (2) to (4) of this Section 5, 2027, the Notes shall not be redeemable Issuer may, at the option of the Company prior to October 15its option, 2024. Beginning on October 15, 2024, the Company may redeem all or a part of the Notes, in whole at once any time or over in part from time to time, upon notice as described in accordance with Section 3.03 of the Indenture, 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 not including, the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From and after May 1, 2027 the Issuer may, at its option, redeem the Notes, in whole at any time or in part from time to time, upon notice as described in Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amountamount on the Redemption Date) set forth below, plus accrued and unpaid interest thereon on the Notes redeemedthereon, to (if any, to, but excluding) not including, the applicable redemption date (Redemption Date, subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period commencing beginning on October 15 May 1 of each of the years indicated below: 2024 102.25 2027 2028 103.500% 2025 101.50 101.750% 2026 100.75 % 2027 2029 and thereafter 100.00 100.000% (2c) At In addition, at any time prior to October 15May 1, 20222027, the Company may on Issuer may, at its option, at any one or more occasions time and from time to time, upon notice as described in Section 3.03 of the Indenture, redeem up to 4040.0% of the aggregate principal amount of the Notes issued under the Indenture, in accordance with Section 3.03 of the Indenture, at a redemption price (expressed as a percentage of principal amount) equal to 104.50107.000% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon to (thereon, if any, to, but excluding) not including, the redemption date (applicable Redemption Date, subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date) , with the net cash proceeds of one or more Equity OfferingsOfferings (within 180 days of the consummation of each such Equity Offering); provided, however, provided that (i) at least 6060.0% of the aggregate principal amount of the Notes issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remain remains outstanding immediately following after the occurrence of each such redemption and (ii) any such redemption occurs within 90 days of the date of the closing of any such Equity Offeringredemption. (3d) If the Company becomes obligated to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date, the Company The Issuer may, at its option and at any time, redeem all, but not part, of the Notes at a price equal to 100101.0% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but not including, the applicable Redemption Date, subject to (but excluding) the redemption right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date, provided that following the consummation of a Change of Control if at any time that the aggregate principal amount least 90.0% of the Notes outstanding is greater than $20.0 million, any Holder prior to such date of the Notes may, purchase are purchased pursuant to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions a Change of Section 4.20 of the Indenture Control Offer with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) Change of the IndentureControl. (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, at a redemption price equal to the greater of (a) the Canada Yield Price and (b) 100% of the aggregate principal amount of Notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to (but excluding) the redemption date. (5) Any prepayment pursuant to this Section 5 shall be made in accordance with the provisions of Sections 3.01 through 3.06 of the Indenture.

Appears in 1 contract

Sources: Indenture (FTAI Aviation Ltd.)

Optional Redemption. (1) Except as set forth in clauses (2) to (4) of this Section 5The Notes will be redeemable, the Notes shall not be redeemable at the option of the Company prior to October Company’s option, in whole or in part, on and after August 15, 2024. Beginning on October 152008, 2024, the Company may redeem all or a part of the Notes, at once or over time, in accordance with Section 3.03 of the Indenture, upon not less than 30 nor more than 60 days’ prior notice at the redemption prices (expressed as percentages a percentage of principal amount) set forth below, plus accrued and unpaid interest thereon on the Notes redeemedinterest, if any, and Additional Amounts, if any (each, a “Redemption Price”), to the date fixed by the Company for redemption (but excludinga “Redemption Date”) the applicable redemption date (subject to the right of Holders of record of Definitive Notes on the relevant Regular Record Date to receive interest interest, and Additional Amounts, if any, due on the relevant Interest Payment Dateinterest payment date), if redeemed during the twelve-month period commencing beginning on October August 15 of each of the years indicated below: 2024 102.25 2008 103.625 % 2025 101.50 2009 102.417 % 2026 100.75 2010 101.208 % 2027 2011 and thereafter 100.00 % (2) At % In the event that the Company effects an optional redemption of the Notes, the Company will inform the Luxembourg Stock Exchange and the Irish Stock Exchange of such optional redemption and confirm the aggregate principal amount of the Notes that will remain outstanding following such redemption. In addition, at any time prior to October August 15, 20222006, the Company may on any one or more occasions redeem up to 4035% of the aggregate principal amount of the Notes issued under the Indenture, Indenture with funds in accordance with Section 3.03 an aggregate amount (the “Redemption Amount”) not exceeding the aggregate net cash proceeds of the Indenture, one or more Equity Offerings at a redemption price (expressed as a percentage of principal amount) equal to 104.50107.25% of the principal amount thereof, thereof plus accrued and unpaid interest thereon interest, if any, and Additional Amounts, if any (each, a “Redemption Price”), to the date fixed by the Company for redemption (but excludinga “Redemption Date”) the redemption date (subject to the right of Holders of record of Definitive Notes on the relevant Regular Record Date to receive interest interest, and Additional Amounts, if any, due on the relevant Interest Payment Date) with the net cash proceeds of one or more Equity Offeringsinterest payment date); provided, however, provided that (i) at least 6065% of the aggregate principal amount of the Notes issued under this Indenture of the series being redeemed remain outstanding after the occurrence of any and each such redemption (excluding Notes held by the Company and its Subsidiaries) remain outstanding immediately following such redemption and (ii) any such the redemption occurs must occur within 90 180 days of the date of the closing of such offering or the making of such capital contribution. Any redemption notice given in respect of the redemption referred to in this paragraph may be given prior to completion of the related Equity Offering, and any such redemption or notice may, at the Company’s discretion, be subject to the satisfaction of one or more conditions precedent, including but not limited to the completion of the related Equity Offering. (3) If the Company becomes obligated . Further, at any time prior to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing AuthorityAugust 15, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date2008, the Company maymay redeem all or, at any from time to time, redeem all, but not part, a part of the Senior Notes of any series upon not less than 30 nor more than 60 days’ notice at a redemption price equal to 100% of the principal amount thereof, thereof plus the Applicable Premium and accrued and unpaid interest to (but excluding) the redemption dateand Additional Amounts, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes mayif any, to the extent that it does not adversely affect date of redemption (subject, in the case of certificated Senior Notes, to the rights of holders of record on the relevant record date to receive interest due on the relevant interest payment date). Any such redemption and notice may, at the Company’s after-tax positiondiscretion, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture. (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, at a redemption price equal be subject to the greater satisfaction of (a) the Canada Yield Price and (b) 100% of the aggregate principal amount of Notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to (but excluding) the redemption dateone or more conditions precedent. (5) Any prepayment pursuant to this Section 5 shall be made in accordance with the provisions of Sections 3.01 through 3.06 of the Indenture.

Appears in 1 contract

Sources: Senior Indenture (Valentia Telecommunications)

Optional Redemption. (1a) Except as set forth in clauses (2b), (d) to and (4e) of this Section 55 and in clauses (b), (f) and (h) of Section 3.07 of the Indenture, the Notes shall will not be redeemable at the Issuer’s option of the Company prior to October 15May 1, 2024. Beginning on October 152022. (b) At any time prior to May 1, 20242022, the Company may Issuer may, at its option and on one or more occasions, redeem all or a part of the Notes, upon notice in accordance with Section 3.03 of the Indenture, at once a redemption price equal to the sum of (A) 100.0% of the principal amount of the Notes redeemed, plus (B) the 2025 Applicable Premium as of the Redemption Date, plus (C) accrued and unpaid interest, if any, to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the Notes on the relevant Interest Payment Date falling prior to or over timeon the Redemption Date. (c) On and after May 1, 2022, the Issuer may, at its option and on one or more occasions, redeem the Notes, in whole or in part, upon notice in accordance with Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amountamount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest interest, if any, thereon on the Notes redeemedto, to (but excluding) , the applicable redemption date (Redemption Date, subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date falling prior to or on the Redemption Date), if redeemed during the twelve-month period commencing beginning on October 15 May 1 of each of the years indicated below: 2022 102.688 % 2023 101.344 % 2024 102.25 % 2025 101.50 % 2026 100.75 % 2027 and thereafter 100.00 100.000 % (2d) At any time On or prior to October 15May 1, 2022, the Company may Issuer may, at its option and on any one or more occasions occasions, redeem up to 4040.0% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 105.375% of the aggregate principal amount of the Notes issued under redeemed, with an amount not to exceed the Indenture, in accordance net cash proceeds received by the Issuer from one or more Equity Offerings or a contribution to the Issuer’s common equity capital made with Section 3.03 the net cash proceeds of the Indenture, at a redemption price (expressed as a percentage of principal amount) equal to 104.50% of the principal amount thereofan Equity Offering, plus accrued and unpaid interest thereon to (interest, if any, to, but excluding) , the redemption date (Redemption Date, subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the Notes on the relevant Interest Payment Date falling prior to or on the Redemption Date) with the net cash proceeds of one or more Equity Offerings; provided, however, provided that (iA) at least 6050.0% of (x) the aggregate principal amount of Notes originally issued under the Indenture on the Issue Date and (y) the aggregate principal amount of any Additional Notes issued under this the Indenture (excluding Notes held by after the Company and its Subsidiaries) remain Issue Date remains outstanding immediately following after the occurrence of each such redemption (unless all such Notes are redeemed substantially concurrently); and (iiB) any each such redemption occurs within 90 180 days of the date of the closing of any each such Equity Offering. (3e) If In connection with any tender offer for the Company becomes obligated to pay Notes, including without limitation any Additional Amounts because Change of a change Control Offer or Alternate Offer, if Holders of not less than 90% in aggregate principal amount of the laws or regulations of Canada outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Issuer, or any Canadian Taxing Authoritythird party making such tender offer in lieu of the Issuer, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date, the Company may, at any time, redeem all, but not part, 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 all Notes that remain outstanding following such purchase at a price equal to 100% of the principal amount thereof, plus price offered to each other Holder in such tender offer (which may be less than par and shall exclude any early tender premium or similar premium and any accrued and unpaid interest to (but excluding) the redemption date, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes mayin such tender offer payment) plus, to the extent that it does not adversely affect included in the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture. (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, at a redemption price equal to the greater of (a) the Canada Yield Price and (b) 100% of the aggregate principal amount of Notes to be redeemed, plus, in each casetender offer payment, accrued and unpaid interest thereon to (interest, if any, thereon, to, but excluding) , the redemption dateRedemption Date. (5f) Any prepayment redemption pursuant to this Section paragraph 5 shall be made in accordance with pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture. Notice of any redemption, whether in connection with an Equity Offering, other transaction or otherwise, may be given prior to the completion thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering or other transaction. The Issuer may redeem the Notes pursuant to one or more of the relevant provisions in the Indenture, and a single notice of redemption may be delivered with respect to redemptions made pursuant to different provisions. Any such notice may provide that redemptions made pursuant to different provisions will have different Redemption Dates and, with respect to redemptions that occur on the same date, may specify the order in which such redemptions are deemed to occur. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuer’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Redemption Date, or by the Redemption Date so delayed. In addition, the Issuer may provide in such notice that payment of the redemption price and performance of the Issuer’s obligations with respect to such redemption may be performed by another Person. The Issuer and its Affiliates may acquire the Notes by means other than a redemption pursuant to this paragraph 5, whether by tender offer, open market purchases, negotiated transactions or otherwise.

Appears in 1 contract

Sources: Indenture (Hilton Worldwide Holdings Inc.)

Optional Redemption. (1a) Except as set forth in clauses (2) to (4) of this Section 5, the Notes shall not be redeemable at the option of the Company At any time prior to October 15July 31, 2024. Beginning on October 15, 20242013, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 107.875% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to but excluding the date of redemption (subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings by the Company; provided that: (1) at least 65% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to July 31, 2015, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (c) In addition, at any time and from time to time prior to July 31, 2015, but not more than once or over timein any twelve-month period, the Company may redeem, in accordance with Section 3.03 the aggregate, up to 10% of the Indentureoriginal aggregate principal amount of Notes issued under this Indenture at a redemption price of 103% of the principal amount thereof, plus accrued and unpaid interest, if any, to but excluding the applicable redemption date, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (d) Except pursuant to the preceding paragraphs (a), (b) and (c) of this Section 3.02, the Notes will not be redeemable at the Company’s option prior to July 31, 2015. (e) On or after July 31, 2015, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon interest, if any, on the Notes redeemed, to (but excluding) excluding the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date)redemption, if redeemed during the twelve-month period commencing beginning on October 15 July 31 of the years indicated below: 2024 102.25 % 2025 101.50 % 2026 100.75 % 2027 and thereafter 100.00 % (2) At any time prior to October 15, 2022, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes issued under the Indenture, in accordance with Section 3.03 of the Indenture, at a redemption price (expressed as a percentage of principal amount) equal to 104.50% of the principal amount thereof, plus accrued and unpaid interest thereon to (but excluding) the redemption date (subject to the right rights of Holders of record on the relevant Regular Record Date record date to receive interest due on the relevant Interest Payment Date) with interest payment date: 2015 103.9375 % 2016 102.6250 % 2017 101.3125 % 2018 and thereafter 100.0000 % Unless the net cash proceeds of one or more Equity Offerings; provided, however, that (i) at least 60% Company defaults in the payment of the aggregate principal amount of redemption price, interest will cease to accrue on the Notes issued under this Indenture (excluding Notes held by or portions thereof called for redemption on the Company and its Subsidiaries) remain outstanding immediately following such redemption and (ii) any such redemption occurs within 90 days of the date of the closing of any such Equity Offering. (3) If the Company becomes obligated to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date, the Company may, at any time, redeem all, but not part, of the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to (but excluding) the redemption date, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes may, to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture. (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, at a redemption price equal to the greater of (a) the Canada Yield Price and (b) 100% of the aggregate principal amount of Notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to (but excluding) the applicable redemption date. (5f) Any prepayment redemption pursuant to this Section 5 3.07 shall be made in accordance with pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturehereof.

Appears in 1 contract

Sources: Indenture (Calpine Corp)

Optional Redemption. (1a) Except as set forth in clauses (2) pursuant to (4) of this Section 5the following paragraphs, the Notes shall will not be redeemable at the Company’s option of the Company prior to October 15April 1, 2024. Beginning on October 152028. (b) At any time prior to April 1, 20242028, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture (including any Additional Notes), upon not less than 10 nor more than 60 days’ notice, at a redemption price equal to 107.375% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but not including, the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), in an amount not to exceed the net proceeds from one or more Equity Offerings; provided that: AMERICAS 129712752 56 (1) at least 60% of the aggregate principal amount of Notes (including any Additional Notes, but excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 180 days after the closing of such Equity Offering. (c) At any time prior to April 1, 2028, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ notice, at once or over time, in accordance with Section 3.03 a redemption price equal to 100% of the Indentureprincipal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the date of redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. (d) On or after April 1, 2028, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon interest, if any, on the Notes redeemed, to (to, but excluding) not including, the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date)redemption, if redeemed during the twelve-month period commencing beginning on October 15 April 1 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2024 102.25 2028 103.688% 2025 101.50 2029 101.844% 2026 100.75 % 2027 2030 and thereafter 100.00 %100.000% Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (2e) At Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. (f) Notwithstanding the foregoing, in connection with any time prior to October 15tender offer for the Notes, 2022including a Change of Control Offer, the Company may on any one Alternate Offer or more occasions redeem up to 40Asset Sale Offer, if Holders of not less than 90% of the in aggregate principal amount of the outstanding Notes issued under validly tender and do not withdraw such Notes in such tender offer, and if the IndentureCompany, or any third party making such tender offer in accordance with Section 3.03 lieu of the IndentureCompany, at a redemption price (expressed as a percentage of principal amount) equal to 104.50% of the principal amount thereof, plus accrued and unpaid interest thereon to (but excluding) the redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date) with the net cash proceeds of one or more Equity Offerings; provided, however, that (i) at least 60% of the aggregate principal amount purchases all of the Notes issued under this Indenture (excluding Notes held validly tendered and not withdrawn by such holders, then the Company and its Subsidiaries) or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice to redeem all Notes that remain outstanding immediately following such redemption and (ii) any such redemption occurs within 90 days of the date of the closing of any such Equity Offering. (3) If the Company becomes obligated to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date, the Company may, at any time, redeem all, but not part, of the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to (but excluding) the redemption date, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes may, to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture. (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, purchase at a redemption price equal to the greater of price offered to each Holder (aexcluding any early tender or incentive fee) the Canada Yield Price and (b) 100% of the aggregate principal amount of Notes to be redeemed, in such tender offer plus, to the extent not included in each casethe tender offer payment, accrued and unpaid interest thereon to (interest, if any, thereon, to, but excluding) , the redemption datedate of such redemption. (5) Any prepayment pursuant to this Section 5 shall be made in accordance with the provisions of Sections 3.01 through 3.06 of the Indenture.

Appears in 1 contract

Sources: Indenture (Ezcorp Inc)

Optional Redemption. (1) Except as set forth in clauses (2) to (4) of this Section 5, the Notes shall not be redeemable at the option of the Company prior to October 15, 2024. Beginning on October 15, 2024, the Company may redeem all or a part of the Notes, at once or over time, in accordance with Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon on the Notes redeemed, to (but excluding) the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period commencing on October 15 of the years indicated below: 2024 102.25 % 2025 101.50 % 2026 100.75 % 2027 and thereafter 100.00 % (2a) At any time prior to October May 15, 20222029, the Company Issuers may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes issued under the Indenture, in accordance with Section 3.03 of the Indenture, at a redemption price (expressed as a percentage of principal amount) equal to 104.50% of the principal amount thereof, plus accrued and unpaid interest thereon to (but excluding) the redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date) with the net cash proceeds of one or more Equity Offerings; provided, however, that (i) at least 60% of the aggregate principal amount of the Notes issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remain outstanding immediately following such redemption and (ii) any such redemption occurs within 90 days of the date of the closing of any such Equity Offering. (3) If the Company becomes obligated to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date, the Company may, at any time, redeem all, but not part, of the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to (but excluding) the redemption date, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes may, to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture. (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, upon notice in accordance with Section 3.03 of the Indenture, at a redemption price equal to 100% of the greater principal amount of the Notes redeemed plus the Applicable Premium, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption (a) each date on which a redemption occurs, a “Redemption Date”), subject to the Canada Yield Price and right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) 100On and after May 15, 2029, the Issuers may on one or more occasions redeem the Notes, in whole or in part, upon notice in accordance with Section 3.03 of the Indenture, at the applicable redemption price (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: Year Percentage 2029 103.938 % 2030 102.625 % 2031 101.313 % 2032 and thereafter 100.000 % (c) In addition, prior to May 15, 2027, the Issuers may, at their option, and on one or more occasions, redeem up to 40% of the aggregate principal amount of Notes issued under the Indenture (including any Additional Notes issued under the Indenture after the Issue Date) at a redemption price equal to be 107.875% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with funds in an aggregate amount equal to the net cash proceeds of one or more Equity Offerings of the Issuers or any direct or indirect parent company of either of the Issuers after the Issue Date, to the extent such net cash proceeds are contributed to such Issuer; provided that (1) at least 60% of the total of (A) the aggregate principal amount of Notes originally issued under the Indenture on the Issue Date and (B) the aggregate principal amount of any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; and (2) each such redemption occurs within 180 days of the date of closing of each such Equity Offering. (d) In connection with any tender offer for the Notes (including any Change of Control Offer or Asset Sale 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 Issuers, or any third party making such tender offer in lieu of the Issuers, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuers or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice (provided that such notice is not given more than 30 days following such purchase date) to redeem all Notes that remain outstanding following such purchase at a price equal to the price offered to each other Holder in such tender offer (excluding any early tender premium or consent payment) plus, to the extent not included in each casethe tender offer payment, accrued and unpaid interest thereon to (interest, if any, thereon, to, but excluding) , the redemption dateapplicable Redemption Date, subject to the right of the Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (5e) Any prepayment redemption pursuant to this Section 5 paragraph 6 shall be made in accordance with pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture. Notice of any redemption or purchase, whether in connection with an Equity Offering, other transaction or otherwise, may be given prior to the completion thereof, and any such notice may, unless otherwise provided in the Indenture, at the Issuers’ discretion, be subject to one or more conditions precedent. If a redemption or purchase is subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition and, if applicable, shall state that, in the Issuers’ discretion, the Redemption Date or purchase date may be delayed until such time (including more than 60 days after the date the notice was sent) as any or all such conditions shall be satisfied (or waived by the Issuers in their sole discretion) or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Redemption Date or purchase date, or by the Redemption Date or purchase date as so delayed. In addition, the Issuers may provide in such notice that payment of the redemption price or purchase price and performance of the Issuers’ obligations with respect to such redemption or purchase may be performed by another Person.

Appears in 1 contract

Sources: Indenture (Organon & Co.)

Optional Redemption. (1) Except as set forth in clauses (2) to (4) the following paragraphs of this Section 5, the Notes shall not be redeemable at the option of the Company prior to October August 15, 20242028. Beginning on October On and after August 15, 20242028, the Company may shall be entitled at its option on one or more occasions to redeem all or a part portion of the Notes, at once or over time, in accordance with Section 3.03 of the IndentureNotes upon not less than 10 nor more than 60 days’ notice, at the redemption prices (expressed as in percentages of principal amount) set forth belowamount on the redemption date), plus accrued and unpaid interest thereon on the Notes redeemedinterest, to (if any, to, but excluding) the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period commencing on October 15 of the years indicated below: 2024 102.25 % 2025 101.50 % 2026 100.75 % 2027 and thereafter 100.00 % (2) At any time prior to October 15, 2022, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes issued under the Indenture, in accordance with Section 3.03 of the Indenture, at a redemption price (expressed as a percentage of principal amount) equal to 104.50% of the principal amount thereof, plus accrued and unpaid interest thereon to (but excluding) the redemption date (subject to the right of Holders of record on the relevant Regular Record Date record date to receive interest due on the relevant Interest Payment Date) with interest payment date), if redeemed during the net cash proceeds 12-month period commencing on August 15 of the years set forth below: 2028 102.875 % 2029 101.438 % 2030 and thereafter 100.000 % In addition, at any time after the Spin-Off Date and prior to August 15, 2028, the Company shall be entitled at its option on one or more Equity Offerings; providedoccasions to redeem the Notes (which includes Additional Notes, however, that (iif any) at least 60in an aggregate principal amount not to exceed 40% of the aggregate principal amount of the Notes (which includes Additional Notes, if any) originally issued under this Indenture at a redemption price (excluding expressed as a percentage of principal amount) of 105.750%, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with the Net Cash Proceeds of one or more Qualified Equity Offerings consummated after the Spin-Off Date; provided, however, that (a) at least 55% of such aggregate principal amount of Notes held (which includes Additional Notes, if any) remains outstanding immediately after the occurrence of each such redemption (other than Notes held, directly or indirectly, by the Company and or its Subsidiaries) remain outstanding immediately following such redemption Affiliates); and (iib) any each such redemption occurs within 90 180 days of after the date of the closing of any such related Qualified Equity Offering. (3) If . After the Company becomes obligated Spin-Off Date and prior to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing AuthorityAugust 15, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date2028, the Company shall be entitled at its option to redeem all or a portion of the Notes 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 to, but excluding, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date). Notice of such redemption must be delivered electronically, in accordance with DTC procedures in the case of Global Notes, or mailed by first class mail to each Holder’s registered address, not less than 10 nor more than 60 days prior to the redemption date. The Company may, at its option and at any time, redeem all, but not part, of the Notes at a price equal to 100101% of the principal amount thereof, plus accrued and unpaid interest to (thereon, if any, to, but excluding) , the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), provided that following the consummation of a Change of Control if at any time that the aggregate principal amount least 90% of the Notes outstanding is greater than $20.0 million, any Holder prior to such date of the Notes may, purchase are purchased pursuant to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions a Change of Section 4.20 of the Indenture Control Offer with respect to such HolderChange of Control. Any redemption or notice of redemption may, at the Company’s Notes; providedoption and discretion, furtherbe subject to one or more conditions precedent, that including the consummation of an incurrence or issuance of debt or equity or a Change of Control or other corporate transaction. In addition, if any Holder waives such complianceredemption is subject to satisfaction of one or more conditions precedent, such notice of redemption shall describe each such condition and, if applicable, shall state that, in the Company’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Company in its sole discretion) or that such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Company in its sole discretion) by the redemption date as stated in such notice, or by the redemption date as so delayed. The Company may not redeem provide in such notice that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) payment of the Indenture. (4) Prior redemption price and performance of the Company’s obligations with respect to October 15, 2024, the such redemption may be performed by another Person. The Company may redeem the Notes, in whole Notes pursuant to one or in part, in accordance with Section 3.03 more of the Indenturerelevant redemption provisions set forth in this Section 5, at and a single notice of redemption price equal may be delivered with respect to the greater of (a) the Canada Yield Price and (b) 100% of the aggregate principal amount of Notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to (but excluding) the redemption date. (5) Any prepayment redemptions made pursuant to different provisions. Any such notice may provide that redemptions made pursuant to different provisions set forth in this Section 5 shall be made will have different redemption dates and, with respect to the redemptions that occur on the same date, may specify the order in accordance with the provisions of Sections 3.01 through 3.06 of the Indenturewhich such redemptions are deemed to occur.

Appears in 1 contract

Sources: Indenture (Qnity Electronics, Inc.)

Optional Redemption. (1) Except as set forth in clauses (2) to (4) of this Section 5, the Notes shall not be redeemable at the option of the Company prior to October 15, 2024. Beginning on October 15, 2024, the Company may redeem all or a part of the Notes, at once or over time, in accordance with Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon on the Notes redeemed, to (but excluding) the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period commencing on October 15 of the years indicated below: 2024 102.25 % 2025 101.50 % 2026 100.75 % 2027 and thereafter 100.00 % (2a) At any time prior to October March 15, 20222020, the Company Issuers may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes issued under the Indenture, in accordance upon not less than 30 nor more than 60 days’ notice to the Holders (with Section 3.03 of a copy to the IndentureTrustee), at a redemption price (expressed as a percentage of principal amount) equal to 104.50105.000% of the principal amount thereofof the Notes redeemed, plus accrued and unpaid interest thereon and Additional Interest, if any, to (but excluding) the date of redemption date (subject to the right rights of Holders of the Notes on any relevant record on date occurring prior to the relevant Regular Record Date applicable redemption date to receive interest due on the relevant Interest Payment Date) ), with an amount of cash equal to the net cash proceeds of one or more an Equity OfferingsOffering; provided, however, that provided that: (i) at least 6055% of the aggregate principal amount of the Notes (including Additional Notes) issued under this the Indenture (excluding Notes held by the Company and its Subsidiaries) remain remains outstanding immediately following after the occurrence of such redemption and redemption; and (ii) any such the redemption occurs within 90 days of the date of the closing of any such Equity Offering. (3b) If At any time prior to March 15, 2020, the Company becomes obligated to pay Issuers may on any Additional Amounts because of a change in the laws one or regulations of Canada or any Canadian Taxing Authority, more occasions redeem all or a change in any official position regarding part of the application or interpretation thereofNotes, in either case that is publicly announced or becomes effective on or after upon not less than 30 nor more than 60 days’ notice to the Issue Date, Holders (with a copy to the Company mayTrustee), at any time, redeem all, but not part, of the Notes at a redemption price equal to 100% of the principal amount thereofof the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to the date of redemption (subject to the rights of Holders on any relevant record date occurring prior to the applicable redemption date to receive interest due on the relevant Interest Payment Date). (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Issuers’ option prior to March 15, 2020. (d) On or after March 15, 2020, the Issuers may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice to the Holders (with a copy to the Trustee), at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Interest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on March 15 of the years indicated below (but excluding) subject to the rights of Holders on any relevant record date occurring prior to the applicable redemption datedate to receive interest on the relevant Interest Payment Date): 2020 102.500 % 2021 101.250 % 2022 and thereafter 100.000 % Notwithstanding the foregoing, provided that at in connection with any time that tender offer for the Notes (including in connection with a Change of Control Trigger Event or pursuant to an Offer to Purchase under Section 4.10 of the Indenture), if Holders of not less than 90% in aggregate principal amount of the outstanding Notes outstanding is greater than $20.0 millionvalidly tender and do not withdraw such Notes in such tender offer and the Company, or any Holder third party making such tender offer in lieu of the Company, purchases all of the Notes mayvalidly tendered and not withdrawn by such Holders, the Company or such third party shall 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 Company) or purchase (with respect to a third party) all such Notes that remain outstanding following such purchase at a price equal to the price paid to each other Holder in such tender offer plus, to the extent that it does not adversely affect included in the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture. (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, at a redemption price equal to the greater of (a) the Canada Yield Price and (b) 100% of the aggregate principal amount of Notes to be redeemed, plus, in each casetender offer payment, accrued and unpaid interest thereon thereon, if any, to (but excluding) the date of redemption or purchase, as the case may be, subject to the right of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date falling on or prior to the date of redemption or purchase date, as the case may be. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (5) . Any prepayment pursuant to this Section 5 shall be made in accordance with the provisions of Sections 3.01 through 3.06 optional redemption or purchase of the IndentureNotes may be subject to one or more conditions precedent, at the Company’s option.

Appears in 1 contract

Sources: Indenture (CyrusOne Inc.)

Optional Redemption. (1a) Except as set forth in clauses subparagraphs (2b) to or (4c) of this Section Paragraph 5, the Notes shall Company will not be redeemable at have the option of to redeem the Company Notes prior to October April 15, 20242015. Beginning on October 15, 2024Thereafter, the Company may will have the option to redeem all or a part of the Notes, at once in whole or over timein part, in accordance with Section 3.03 of the Indentureupon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, below plus accrued and unpaid interest thereon interest, if any, on the Notes to be redeemed, to (but excluding) the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date)date, if redeemed during the twelve-month period commencing beginning on October 15 August 1 of the years indicated below: 2024 102.25 2015 104.625 % 2025 101.50 2016 102.313 % 2026 100.75 % 2027 2017 and thereafter 100.00 100.000 % (2b) At Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to October April 15, 20222014, the Company may on any one or more occasions redeem up Notes with all or a portion of the net cash proceeds of one or more Equity Offerings at a redemption price equal to 40109.250% of the principal amount thereof, plus accrued and unpaid interest, if any, thereon to the applicable redemption date; provided that at least 65% of the aggregate principal amount of the Notes issued under the Indenture, in accordance with Section 3.03 Indenture remains outstanding immediately after the occurrence of the Indenture, at a such redemption price (expressed as a percentage of principal amount) equal to 104.50% of the principal amount thereof, plus accrued and unpaid interest thereon to (but excluding) the redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date) with the net cash proceeds of one or more Equity Offerings; provided, however, that (i) at least 60% of the aggregate principal amount of the Notes issued under this Indenture (excluding Notes held by the Company and its SubsidiariesAffiliates) remain outstanding immediately following such redemption and (ii) any that such redemption occurs within 90 days of the date of the closing of any such Equity Offering. (3c) If At any time or from time to time prior to April 15, 2015, the Company becomes obligated to pay any Additional Amounts because of a change in Company, at its option, may redeem the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereofNotes, in either case that is publicly announced whole or becomes effective on or after the Issue Date, the Company may, at any time, redeem all, but not in part, of the Notes at a price equal to 100% of the principal amount thereofof the Notes redeemed plus the Applicable Premium, plus together with accrued and unpaid interest thereon, if any, to (but excluding) the redemption date. The Company may provide that payment of such redemption price may be made by, provided that at any time that the aggregate principal amount and performance of the Notes outstanding is greater than $20.0 millionobligations in respect of such redemption may be performed by, any Holder of the Notes may, to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indentureanother Person. (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, at a redemption price equal to the greater of (a) the Canada Yield Price and (b) 100% of the aggregate principal amount of Notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to (but excluding) the redemption date. (5) Any prepayment pursuant to this Section 5 shall be made in accordance with the provisions of Sections 3.01 through 3.06 of the Indenture.

Appears in 1 contract

Sources: Indenture (Lbi Media Holdings Inc)

Optional Redemption. (1a) Except On or after July 15, 2025, the Issuers shall have the option on any one or more occasions to redeem the Notes, in whole or in part at any time, upon prior notice as set forth in clauses (2) to (4) of this Section 5, the Notes shall not be redeemable at the option of the Company prior to October 15, 2024. Beginning on October 15, 2024, the Company may redeem all or a part of the Notes, at once or over time, in accordance with Section 3.03 of the IndentureParagraph 8, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon on the Notes redeemedinterest, if any, to (but excluding) the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant an Interest Payment DateDate that is on or prior to the redemption date), if redeemed during the twelve-month period commencing beginning on October July 15 of the years indicated below: 2024 102.25 % 2025 101.50 104.875 % 2026 100.75 102.438 % 2027 and thereafter 100.00 100.000 % (2b) At Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to October July 15, 20222025, the Company Issuers may on any one or more occasions redeem up to 4035% of the aggregate principal amount of the Notes (including any Additional Notes) issued under the Indenture, in accordance with Section 3.03 of the Indenture, Indenture at a redemption price (expressed as a percentage of principal amount) equal to 104.50109.750% of the principal amount thereof, plus accrued and unpaid interest interest, if any, thereon to (but excluding) the redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant an Interest Payment Date) with Date that is on or prior to the redemption date), in an amount not greater than the net cash proceeds of one or more Equity Offerings; provided, however, provided that (i) at least 60% of the aggregate principal amount of the Notes (including any Additional Notes) issued under this the Indenture remains outstanding immediately after the occurrence of each such redemption (excluding any Notes held by the Company and its Subsidiaries) remain outstanding immediately following such redemption and (ii) any each such redemption occurs within 90 180 days of the date of the closing of any each such Equity Offering. (3c) If the Company becomes obligated Prior to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing AuthorityJuly 15, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date2025, the Company mayIssuers may on any one or more occasions redeem all or part of the Notes, at any time, redeem all, but not part, of the Notes at a redemption price equal to the sum of (1) 100% of the principal amount thereof, plus (2) accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to (but excluding) the redemption date), provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes may, to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture. plus (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, at a redemption price equal to the greater of (a3) the Canada Yield Price and (b) 100% of the aggregate principal amount of Notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to (but excluding) Make Whole Premium at the redemption date. (5d) Any prepayment pursuant The Notes may also be redeemed, as a whole, following certain Change of Control Offers or Alternate Offers, at the redemption price and subject to this the conditions set forth in Section 5 shall be made in accordance with the provisions of Sections 3.01 through 3.06 4.15 of the Indenture.

Appears in 1 contract

Sources: Indenture (Calumet Specialty Products Partners, L.P.)

Optional Redemption. (1a) Except as set forth in clauses pursuant to clause (2b) to and (4c) of this Section Paragraph 5, the Notes shall will not be redeemable at the option of the Company prior to October 15April 1, 20242021. Beginning on October 15On or after April 1, 20242021, the Company may redeem all or a part of the Notes, at once or over time, in accordance with Section 3.03 of the IndentureNotes upon not less than 15 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, below plus accrued and unpaid interest thereon and Additional Interest, if any, on the Notes redeemed, to (but excluding) the applicable redemption date (subject to the right rights of Holders of the Notes on any relevant record on the relevant Regular Record Date date to receive interest due on the relevant Interest Payment Dateinterest payment date occurring on or prior to the redemption date), if redeemed during the twelve-month period commencing beginning on October 15 April 1 of the years indicated below: Year Percentage 2021 103.188% 2022 102.125% 2023 101.063% 2024 102.25 % 2025 101.50 % 2026 100.75 % 2027 and thereafter 100.00 100.000% (2b) At any time prior to October 15April 1, 20222019, the Company may on any one or more occasions redeem up to 4035% of the aggregate principal amount of the Notes issued under the Indenture, in accordance with Section 3.03 of the Indenture, at a redemption price (expressed as a percentage of principal amount) equal to 104.50106.375% of the principal amount thereofamount, plus accrued and unpaid interest thereon and Additional Interest, if any, to (but excluding) the redemption date (date, subject to the right rights of Holders of such Notes on any relevant record on the relevant Regular Record Date date to receive interest due on the relevant Interest Payment Date) , with the net cash proceeds Net Cash Proceeds of one or more Public Equity Offerings; provided, however, provided that (i) at least 6065% of the aggregate principal amount of the Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries) remain outstanding immediately following such redemption ); and (ii) any such the redemption occurs within 90 days of the date of the closing of any such Public Equity Offering. (3c) If At any time prior to April 1, 2021 the Company becomes obligated to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing Authority, may also redeem all or a change in any official position regarding part of the application or interpretation thereofNotes, in either case that is publicly announced or becomes effective on or after the Issue Date, the Company mayupon not less than 15 nor more than 60 days’ prior notice sent to each Holder, at any time, redeem all, but not part, of the Notes at a redemption price equal to 100% of the principal amount thereofof the Notes redeemed plus the Applicable Premium as of the date of redemption, plus and accrued and unpaid interest and Additional Interest, if any, to (but excluding) the redemption datedate of redemption, provided that at any time that subject to the aggregate principal amount rights of Holders of the Notes outstanding is greater than $20.0 million, on any Holder of relevant record date to receive interest due on the Notes may, relevant interest payment date occurring on or prior to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture. (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, at a redemption price equal to the greater of (a) the Canada Yield Price and (b) 100% of the aggregate principal amount of Notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to (but excluding) the redemption date. (5d) Any prepayment pursuant to this Section 5 optional redemption provided for in the Note shall be made in accordance with pursuant to the provisions of Sections Section 3.01 through 3.06 of the Indenture.

Appears in 1 contract

Sources: Indenture (Boyd Gaming Corp)

Optional Redemption. (a) The Notes may be redeemed, in whole or in part, at any time prior to October 1) Except as set forth in clauses (2) to (4) of this Section 5, the Notes shall not be redeemable 2015, at the option of the Company upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to October 15, 2024. Beginning on October 15, 2024, each Holder’s registered address or sent in accordance with the Company may redeem all or a part procedures of the DTC for Global Notes, at once or over time, in accordance with Section 3.03 a Redemption Price equal to 100% of the Indentureprincipal amount of the Notes redeemed plus the Applicable Premium as of, at the redemption prices (expressed as percentages of principal amount) set forth below, plus and accrued and unpaid interest thereon on the Notes redeemedinterest, to (but excluding) if any, to, the applicable redemption date Redemption Date (subject to the right of Holders holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date). (b) In addition, the Notes may be redeemed, in whole or in part, at any time on or after October 1, 2015, at the option of the Company upon not less than 30 nor more than 60 days’ notice at the following Redemption Prices (expressed as percentages of the principal amount to be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the right of Holders of record on the relevant regular record date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date), if redeemed during the twelve12-month period commencing beginning on October 15 1 of the years indicated belowindicated: 2024 102.25 2015 103.375 % 2025 101.50 2016 102.250 % 2026 100.75 2017 101.125 % 2027 2018 and thereafter 100.00 100.000 % (2c) At any time In addition to the optional redemption provisions of the Notes described in clauses (a) and (b) of this Section 3.07, prior to October 151, 20222013, the Company may on any may, with the net proceeds of one or more occasions Qualified Equity Offerings, redeem up to 4035% of the aggregate principal amount of the outstanding Notes issued under the Indenture, in accordance with Section 3.03 of the Indenture, (including Additional Notes) at a redemption price (expressed as a percentage of principal amount) Redemption Price equal to 104.50106.750% of the principal amount thereof, plus accrued and unpaid interest thereon to (but excluding) the redemption date (subject thereon, if any, to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Redemption Date) with the net cash proceeds of one or more Equity Offerings; provided, however, that (i) at least 60% of the aggregate principal amount of the Notes issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remain outstanding immediately following such redemption and (ii) any such redemption occurs within 90 days of the date of the closing of any such Equity Offering. (3) If the Company becomes obligated to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date, the Company may, at any time, redeem all, but not part, of the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to (but excluding) the redemption date, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes may, to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture. (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, at a redemption price equal to the greater of (a) the Canada Yield Price and (b) 100least 65% of the aggregate principal amount of Notes to be redeemed, plus, in each case, accrued originally issued under this Indenture (including Additional Notes) remains outstanding immediately after the occurrence of any such redemption (excluding Notes held by the Company or its Subsidiaries) and unpaid interest thereon to (but excluding) that any such redemption occurs within 90 days following the redemption dateclosing of any such Qualified Equity Offering. (5d) Any prepayment redemption pursuant to this Section 5 3.07 shall be made in accordance with pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturehereof.

Appears in 1 contract

Sources: Indenture (Fti Consulting Inc)

Optional Redemption. (1a) Except as set forth in clauses (2) to (4) of this Section 5The Notes may be redeemed, the Notes shall not be redeemable ------------------- at the option of the Company Company's option, in whole or in part, at any time or from time to time, on or after April 15, 2005 and prior to October 15maturity, 2024. Beginning on October 15, 2024, upon not less than 30 nor more than 60 days' prior notice mailed by first class mail to each Holder's last address as it appears in the Company may redeem all or a part of the Notes, at once or over time, in accordance with Section 3.03 of the IndentureSecurity Register, at the redemption prices Redemption Prices (expressed as in percentages of principal amount) set forth below, plus accrued and unpaid interest thereon on the Notes redeemedinterest, if any, to (but excluding) the applicable redemption date Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date that is on or prior to the Redemption Date to receive interest due on the relevant an Interest Payment Date), if redeemed during the twelve12-month period commencing on October April 15 of the years indicated set forth below: 2024 102.25 Year Redemption Price ---- ---------------- 2005 107.000% 2025 101.50 2006 104.667% 2026 100.75 2007 102.333% 2027 2008 and thereafter 100.00 100.000% (2b) At In addition, upon not less than 30 nor more than 60 days' prior notice mailed by first class mail to each Holder's last address as it appears in the Security Register, at any time on or prior to October April 15, 20222003, the Company may on any one or more occasions redeem up to 4035% of the aggregate principal amount of the Notes originally issued under with the Indentureproceeds of one or more Public Equity offerings following which there is a Public Market, at the Company's option, at any time or from time to time in accordance with Section 3.03 of the Indenturepart, at a redemption price Redemption Price (expressed as a percentage of principal amount) equal to 104.50of 114.00% of the principal amount thereof, plus accrued and unpaid interest thereon to (but excluding) the redemption date (subject interest, if any, to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Redemption Date) with the net cash proceeds of one or more Equity Offerings; provided, however, provided that (i) at least 6065% of the aggregate principal amount of the Notes issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remain remains outstanding immediately following after each such redemption and (ii) any such the Company mails the notice of redemption occurs required by this paragraph (b) of this Section 3.01 within 90 60 days of the date receipt of the closing of any such Public Equity OfferingOffering proceeds to be so applied. (3c) If as a result of any change in or amendment to any laws or regulations or official interpretations or applications thereof which is announced and becomes effective after the Issue Date, in making any payment due or to become due under the Notes or this Indenture, the Company becomes obligated or any Subsidiary Guarantor is or would be required on the next succeeding Interest Payment Date to pay any Additional Amounts because and the payment of a change such Additional Amounts cannot be avoided by the use of any reasonable measures available to the Company or any Subsidiary Guarantor (which shall not include any adverse modification of the terms of this Indenture or the Notes), the Notes may be redeemed at the option of the Company, in whole but not in part, upon not less than 30 nor more than 60 days' prior notice mailed by first class mail to each Holder's last address as it appears in the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date, the Company maySecurity Register, at any time, redeem all, but not part, of time prior to the Notes second succeeding Interest Payment Date following such change or amendment at a price Redemption Price equal to 100% of the principal amount thereof, plus accrued and unpaid interest interest, if any, thereon to (but excluding) the redemption date, Redemption Date; provided that at the Company or any time that the aggregate principal amount such Subsidiary Guarantor will also pay to Holders of the Notes outstanding is greater than $20.0 million, on the Redemption Date any Holder of the Notes may, to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the IndentureAdditional Amounts which are then payable. (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, at a redemption price equal to the greater of (a) the Canada Yield Price and (b) 100% of the aggregate principal amount of Notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to (but excluding) the redemption date. (5) Any prepayment pursuant to this Section 5 shall be made in accordance with the provisions of Sections 3.01 through 3.06 of the Indenture.

Appears in 1 contract

Sources: Indenture (Comple Tel Europe Nv)

Optional Redemption. (At any time prior to March 1) Except as set forth in clauses (2) to (4) of this Section 5, 2029, the Notes shall not be redeemable at the option of the Company prior to October 15, 2024. Beginning on October 15, 2024, the Company Issuer may redeem all or a part of the Notes, at once or over time, upon notice as described in accordance with Section 3.03 1105 of the Indenture, at a Redemption Price equal to 100% of the redemption prices (expressed principal amount of Notes redeemed plus the Applicable Premium as percentages of principal amount) set forth belowof, plus and accrued and unpaid interest thereon on the Notes redeemedinterest, to (if any, to, but excluding) , the applicable redemption date (Redemption Date, subject to the right rights of Holders of record of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date). On and after March 1, if redeemed during 2029, the twelve-month period commencing on October 15 Issuer may redeem the Notes, in whole or in part, upon notice as described in Section 1105 of the years indicated below: 2024 102.25 % 2025 101.50 % 2026 100.75 % 2027 and thereafter 100.00 % Indenture, at the Redemption Prices (2) At any time prior to October 15, 2022, the Company may on any one or more occasions redeem up to 40% expressed as percentages of the aggregate principal amount of the Notes issued under the Indenture, in accordance with Section 3.03 of the Indenture, at a redemption price (expressed as a percentage of principal amountto be redeemed) equal to 104.50% of the principal amount thereofset forth below, plus accrued and unpaid interest thereon to (interest, if any, to, but excluding) , the redemption date (applicable Redemption Date, subject to the right of Holders of record of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date) , if redeemed during the twelve-month period beginning on March 1 of each of the years indicated below: 2029 102.688 % 2030 101.344 % 2031 and thereafter 100.000 % In addition, at any time prior to March 1, 2029, the Issuer may, at its option, upon notice as described in Section 1105 of the Indenture, on one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under the Indenture at a Redemption Price equal to 105.375% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record of notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds of one or more Equity OfferingsOfferings to the extent such net cash proceeds are received by or contributed to the Issuer; provided, however, provided that (i) at least 6050% of the sum of the aggregate principal amount of the Notes issued under this the Indenture (excluding Notes held by the Company and its Subsidiaries) remain outstanding immediately following such redemption and (ii) any such redemption occurs within 90 days of the date of the closing of any such Equity Offering. (3) If the Company becomes obligated to pay including any Additional Amounts because of a change in Notes issued under the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or Indenture after the Issue Date, ) remains outstanding immediately after the Company may, at any time, redeem all, but not part, occurrence of the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to (but excluding) the each such redemption date, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes may, to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to unless all such Holder’s Notesnotes are redeemed substantially concurrently; provided, further, that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. Notwithstanding the foregoing, in connection with any tender offer for the notes, including a Change of Control Offer or Asset Sale 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 Issuer, or any Holder waives third party making such compliancetender offer in lieu of the Issuer, purchases all of the notes validly tendered and not withdrawn by such Holders, the Company may Issuer or such third party will have the right upon not less than 10 days nor more than 60 days’ prior notice, given not more than 30 days following such purchase date, to redeem all notes that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture. (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, remain outstanding following such purchase at a redemption price equal to the greater of price offered to each other Holder (aexcluding any early tender or incentive fee) the Canada Yield Price and (b) 100% of the aggregate principal amount of Notes to be redeemed, in such tender offer plus, to the extent not included in each casethe tender offer payment, accrued and unpaid interest thereon to (interest, if any, thereon, to, but excluding) , the redemption datedate of such redemption. (5) Any prepayment pursuant to this Section 5 shall be made in accordance with the provisions of Sections 3.01 through 3.06 of the Indenture.

Appears in 1 contract

Sources: Indenture (Advanced Drainage Systems, Inc.)

Optional Redemption. (1a) Except as set forth in clauses (2) to (4) of this Section 5, the Notes shall not be redeemable at the option of the Company At any time prior to October 15, 2024. Beginning on October 15, 20242012, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 112.750% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds from one or more Equity Offerings; provided that: (1) at least 65% of the aggregate principal amount of Initial Notes (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to October 15, 2012, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at once or over time, in accordance with Section 3.03 a redemption price equal to 100% of the Indentureprincipal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, the applicable date of redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to subsections (a) and (b) of this Section 3.07, the Notes will not be redeemable at the Company’s option prior to October 15, 2012. (d) On or after October 15, 2012, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon interest, if any, on the Notes redeemed, to (but excluding) the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date)redemption, if redeemed during the twelve-month period commencing beginning on October 15 of the years indicated below: 2024 102.25 % 2025 101.50 % 2026 100.75 % 2027 and thereafter 100.00 % (2) At any time prior to October 15, 2022, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes issued under the Indenture, in accordance with Section 3.03 of the Indenture, at a redemption price (expressed as a percentage of principal amount) equal to 104.50% of the principal amount thereof, plus accrued and unpaid interest thereon to (but excluding) the redemption date (subject to the right rights of Holders of record Notes on the relevant Regular Record Date record date to receive interest due on the relevant Interest Payment Date) with interest payment date: Year Percentage 2012. 106.375 % 2013 and thereafter 100.000 % Unless the net cash proceeds of one or more Equity Offerings; provided, however, that (i) at least 60% Company defaults in the payment of the aggregate principal amount of redemption price, interest will cease to accrue on the Notes issued under this Indenture (excluding Notes held by or portions thereof called for redemption on the Company and its Subsidiaries) remain outstanding immediately following such redemption and (ii) any such redemption occurs within 90 days of the date of the closing of any such Equity Offering. (3) If the Company becomes obligated to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date, the Company may, at any time, redeem all, but not part, of the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to (but excluding) the redemption date, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes may, to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture. (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, at a redemption price equal to the greater of (a) the Canada Yield Price and (b) 100% of the aggregate principal amount of Notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to (but excluding) the applicable redemption date. (5e) Any prepayment redemption pursuant to this Section 5 3.07 shall be made in accordance with pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturehereof.

Appears in 1 contract

Sources: Indenture (Unisys Corp)

Optional Redemption. (a) At any time prior to April 1) Except as set forth in clauses (2) to (4) of this Section 5, 2013, the Notes shall not be redeemable at the option Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 111.50% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Special Interest, if any, to the date of redemption with the net cash proceeds of an Equity Offering by the Company or a capital contribution to the Company’s common equity made with the net cash proceeds of an Equity Offering by Holdings; provided that: (A) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by Holdings and its Restricted Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (B) the redemption occurs within 180 days of the date of the closing of such Equity Offering. (b) At any time prior to October 15April 1, 2024. Beginning on October 15, 20242014, the Company Issuers may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at once or over time, in accordance with Section 3.03 a redemption price equal to 100% of the Indentureprincipal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Special Interest, if any, to the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date. (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Issuers’ option prior to April 1, 2014. (d) On or after April 1, 2014, the Issuers may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon and Special Interest, if any, on the Notes redeemed, to (but excluding) the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date)date, if redeemed during the twelve-month period commencing beginning on October 15 April 1 of the years indicated below: 2024 102.25 % 2025 101.50 % 2026 100.75 % 2027 and thereafter 100.00 % (2) At any time prior to October 15, 2022, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes issued under the Indenture, in accordance with Section 3.03 of the Indenture, at a redemption price (expressed as a percentage of principal amount) equal to 104.50% of the principal amount thereof, plus accrued and unpaid interest thereon to (but excluding) the redemption date (subject to the right rights of Holders of record on the relevant Regular Record Date record date to receive interest due on the relevant Interest Payment Date) with : Year Percentage 2014 105.750% 2015 102.875% 2016 and thereafter 100.000% Unless the net cash proceeds of one or more Equity Offerings; provided, however, that (i) at least 60% Issuers default in the payment of the aggregate principal amount of redemption price, interest will cease to accrue on the Notes issued under this Indenture (excluding Notes held by or portions thereof called for redemption on the Company and its Subsidiaries) remain outstanding immediately following such redemption and (ii) any such redemption occurs within 90 days of the date of the closing of any such Equity Offering. (3) If the Company becomes obligated to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date, the Company may, at any time, redeem all, but not part, of the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to (but excluding) the redemption date, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes may, to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture. (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, at a redemption price equal to the greater of (a) the Canada Yield Price and (b) 100% of the aggregate principal amount of Notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to (but excluding) the applicable redemption date. (5) Any prepayment pursuant to this Section 5 shall be made in accordance with the provisions of Sections 3.01 through 3.06 of the Indenture.

Appears in 1 contract

Sources: Indenture (Catalog Resources, Inc.)

Optional Redemption. (1a) Except as set forth in clauses (2b), (d) to and (4e) of this paragraph 5 and in clauses (b), (d) and (e) of Section 53.07 of the Indenture, the Notes shall will not be redeemable at the Issuers’ option of the Company prior to October January 15, 2024. Beginning on October 2022. (b) At any time prior to January 15, 20242022, the Company may Issuers may, at their option and on one or more occasions, redeem all or a part of the Notes, upon notice in accordance with Section 3.03 of the Indenture, at once a redemption price equal to the sum of (A) 100.0% of the principal amount of the Notes redeemed, plus (B) the Applicable Premium as of the Redemption Date, plus (C) accrued and unpaid interest, if any, to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the Notes on the relevant Interest Payment Date falling prior to or over timeon the Redemption Date. (c) At any time on and after January 15, 2022, the Issuers may, at their option and on one or more occasions, redeem all or a part of the Notes, upon notice in accordance with Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amountamount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest interest, if any, thereon on the Notes redeemedto, to (but excluding) , the applicable redemption date (Redemption Date, subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date falling prior to or on the Redemption Date), if redeemed during the twelve-month period commencing beginning on October January 15 of each of the years indicated below: 2022 103.125 % 2023 101.563 % 2024 102.25 % 2025 101.50 % 2026 100.75 % 2027 and thereafter 100.00 100.000 % (2d) At any time prior to October January 15, 2022, the Company may Issuers may, at their option and on any one or more occasions occasions, redeem up (i) an aggregate principal amount of Notes not to 40exceed the amount of the Net Cash Proceeds received by the Issuer from one or more Equity Offerings or a capital contribution to the Issuer made with the Net Cash Proceeds of one or more Equity Offerings, upon notice in accordance with Section 3.03 hereof, at a redemption price equal to (i) 106.250% of the aggregate principal amount of the Notes issued under the Indenture, in accordance with Section 3.03 of the Indenture, at a redemption price (expressed as a percentage of principal amount) equal to 104.50% of the principal amount thereofredeemed, plus (ii) accrued and unpaid interest thereon to (interest, if any, to, but excluding) , the redemption date (Redemption Date, subject to the right of Holders of Notes of record on the relevant Regular Record Date to receive interest due on the Notes on the relevant Interest Payment Date falling prior to or on the Redemption Date) with the net cash proceeds of one or more Equity Offerings; provided, however, provided that (iA) at least 60the amount redeemed shall not exceed 40% of the aggregate principal amount of the Notes issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remain outstanding immediately following such redemption and (ii) any such redemption occurs within 90 days of the date of the closing of any such Equity Offering. (3) If the Company becomes obligated to pay including any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date, the Company may, Notes); (B) at any time, redeem all, but not part, of the Notes at a price equal to 100least 50% of the principal amount thereof, plus accrued and unpaid interest to (but excluding) the redemption date, provided that at any time that the aggregate principal amount of the Notes originally issued under this Indenture on the Issue Date remains outstanding is greater immediately after the occurrence of each such redemption (unless all Notes are redeemed or repurchased substantially concurrently); and (C) each such redemption occurs within 180 days of the date of closing of the applicable Equity Offering. (e) Notwithstanding the foregoing, in connection with any tender offer, Change of Control Offer, Alternate Offer, Asset Sale Offer or Advance Offer for the Notes, if Holders of not less than $20.0 million90% in aggregate principal amount of the then outstanding Notes validly tender and do not validly withdraw such Notes in such offer and the Issuers, or any Holder third party making such offer in lieu of the Issuers, purchase all of the Notes mayvalidly tendered and not validly withdrawn by such Holders, the Issuers or such third party will have the right upon not less than 10 days nor more than 60 days’ prior notice, given not more than 60 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a price equal to the price offered to each other Holder in such offer (which may be less than par and excluding any early tender or incentive fee in such offer) plus, to the extent that it does not adversely affect included in the Company’s after-tax positionoffer payment, at its optionaccrued and unpaid interest, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; providedif any, furtherthereon, that if any Holder waives such complianceto, but excluding, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture. (4) Prior to October 15Redemption Date, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, at a redemption price equal subject to the greater right of (a) Holders of record on the Canada Yield Price and (b) 100relevant Record Date to receive interest due on the relevant Interest Payment Date falling prior to or on the Redemption Date. In determining whether the Holders of at least 90% of the aggregate principal amount of the then outstanding Notes have validly tendered and not validly withdrawn Notes in a tender offer, Change of Control Offer, Alternate Offer, Asset Sale Offer or Advance Offer, as applicable, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be redeemedoutstanding for the purposes of such tender offer, plusChange of Control Offer, in each caseAlternate Offer, accrued and unpaid interest thereon Asset Sale Offer or Advance Offer, as applicable. The aggregate principal amount of the Notes that may be redeemed pursuant to (but excludingSection 3.07(d) of the redemption dateIndenture cannot exceed the aggregate Net Cash Proceeds from the relevant Equity Offerings. (5f) Any prepayment redemption pursuant to this Section paragraph 5 shall be made in accordance with pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture. Notice of any redemption or offer to purchase, whether in connection with an Equity Offering, Change of Control, Alternate Offer, Asset Sale Offer, Advance Offer or other transaction or event or otherwise, may, at the Issuers’ discretion, be given prior to the completion or occurrence thereof, and any such redemption, offer to purchase or notice may, at the Issuers’ discretion, be subject to one or more conditions precedent including conditions precedent applicable to different amounts of Notes redeemed), including completion or occurrence of the related Equity Offering, Change of Control, Alternate Offer, Asset Sale Offer, Advance Offer or other transaction or event, as the case may be. The Issuers may redeem Notes pursuant to one or more of the relevant provisions in this Indenture, and a single notice of redemption may be delivered with respect to redemptions made pursuant to different provisions. Any such notice may provide that redemptions made pursuant to different provisions will have different Redemption Dates. In addition, if such redemption or offer to purchase is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuers’ discretion, the redemption or repurchase date may be delayed until such time (including more than 60 days after the date the notice of redemption or offer to purchase was sent) as any or all such conditions shall be satisfied (or waived by the Issuers in their sole discretion), or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuers in their sole discretion) by the redemption or purchase date, or by the redemption or purchase date so delayed, or that such notice or offer may be rescinded at any time in the Issuer’s sole discretion if the Issuer determines that any or all of such conditions will not be satisfied or waived. In addition, the Issuer may provide in such notice or offer to purchase that payment of the redemption or purchase price and performance of the Issuer’s obligations with respect to such redemption or offer to purchase may be performed by another Person. Each Issuer, its direct and indirect equityholders, including the Investors, any of its Subsidiaries and their respective Affiliates and members of management may acquire the Notes by means other than a redemption or offer to purchase pursuant to this paragraph 5, whether by tender offer, open market purchases, negotiated transactions or otherwise.

Appears in 1 contract

Sources: Indenture (Gates Industrial Corp PLC)

Optional Redemption. (1a) Except as set forth The Notes may be redeemed, in clauses (2) whole or in part, at any time prior to (4) of this Section 5June 15, the Notes shall not be redeemable 2013, at the option of the Company Issuer upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to October 15each Holder’s registered address, 2024. Beginning on October 15, 2024, the Company may redeem all or at a part redemption price equal to 100% of the Notes, at once or over time, in accordance with Section 3.03 principal amount of the IndentureNotes redeemed plus the Applicable Premium as of, at the redemption prices (expressed as percentages of principal amount) set forth below, plus and accrued and unpaid interest thereon on the Notes redeemedand Special Interest, to (but excluding) if any, to, the applicable redemption date Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant interest payment date). (b) On or after June 15, 2013, the Notes will be subject to redemption at any time at the option of the Issuer, in whole or in part, upon not less than 30 nor more than 60 days’ notice, at the Redemption Prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Special Interest Payment thereon, if any, to the applicable Redemption Date), if redeemed during the twelve-month period commencing beginning on October June 15 of the years indicated below: 2024 102.25 Year Percentage 2013 104.750% 2025 101.50 2014 102.375% 2026 100.75 % 2027 2015 and thereafter 100.00 100.000% (2c) At any time on or prior to October June 15, 20222012, the Company Issuer may on any one or more occasions redeem up to 4035% of the aggregate principal amount of the Notes issued under the Indenture, in accordance with Section 3.03 of the Indenturethis Indenture upon not less than 30 nor more than 60 days’ notice, at a redemption price (expressed as a percentage of principal amount) Redemption Price equal to 104.50109.50% of the principal amount thereof, plus accrued and unpaid interest thereon and Special Interest thereon, if any, to the date of redemption subject to the rights of holders of Notes on the relevant Record Date to receive interest on the relevant interest payment date), with the net cash proceeds of an Equity Offering by the Issuer or a contribution to the Issuer’s common equity capital made with the net case proceeds of an Equity Offering by the Issuer’s direct or indirect parent; provided that (but excludingi) at least 50% of the aggregate principal amount of Notes originally issued under the (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) such redemption shall occur within 90 days of the date of, and may be conditioned upon, the closing of such Equity Offering (disregarding the date of the closing of any over-allotment option with respect thereto). (d) The Notes may be redeemed, in whole or in part, at any time prior to June 15, 2013, upon the consummation and closing of a Major Music/Media Transaction, on not less than 30 days’ prior written notice mailed by first-class mail to each holder’s registered address (which notice shall state that redemption is conditioned on consummation and closing of such Major Music/Media Transaction), at a redemption price equal to 104.750% of the principal amount of the Notes redeemed plus accrued and unpaid interest and Special Interest, if any, on the Notes to be redeemed to the applicable Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date) with the net cash proceeds of one or more Equity Offerings; provided, however, that (i) at least 60% of the aggregate principal amount of the Notes issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remain outstanding immediately following such redemption and (ii) any such redemption occurs within 90 days of the date of the closing of any such Equity Offeringinterest payment date). (3) If the Company becomes obligated to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date, the Company may, at any time, redeem all, but not part, of the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to (but excluding) the redemption date, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes may, to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture. (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, at a redemption price equal to the greater of (a) the Canada Yield Price and (b) 100% of the aggregate principal amount of Notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to (but excluding) the redemption date. (5) Any prepayment pursuant to this Section 5 shall be made in accordance with the provisions of Sections 3.01 through 3.06 of the Indenture.

Appears in 1 contract

Sources: Indenture (Warner Music Group Corp.)

Optional Redemption. (1) Except as set forth in clauses (2) to (4) of this Section 5, the Notes shall not be redeemable at the option of the Company prior to October 15, 2024. Beginning on October 15, 2024, the The Company may choose to redeem all or a part any portion of the Notes, at once or over time, in accordance with Section 3.03 of after giving the required notice under the Indenture, before April 15, 2024, upon payment of a Redemption Price calculated by the Company equal to the greater of: (a) 101% of the principal amount of the Notes to be redeemed; and (b) the present value at the redemption prices Redemption Date (expressed in each case, discounted from the applicable scheduled payment date) of (1) the Redemption Price of the Notes to be redeemed at April 15, 2024 (as percentages of principal amount) set forth in the table below) plus (2) the remaining scheduled payments of interest from the Redemption Date through April 15, plus 2024 (but excluding accrued and unpaid interest thereon to the Redemption Date), computed using a discount rate equal to the Treasury Yield (determined on the Notes redeemedsecond Business Day immediately preceding the Redemption Date) plus 50 basis points, plus, in either case, accrued and unpaid interest to (but excluding) excluding the applicable redemption date Redemption Date (subject to the right of Holders of record on the relevant Regular record date to receive interest due on the relevant Interest Payment Date). On or after April 15, 2024, the Company may redeem all or any all or any portion of the Notes, at once or over time, after giving the required notice under the Indenture, at the Redemption Prices set forth below (expressed as a percentage of principal amount of the Notes to be redeemed), plus accrued and unpaid interest, if any, to but excluding the applicable Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period commencing beginning on October April 15 of each of the years indicated below: 2024 102.25 103.250 % 2025 101.50 102.167 % 2026 100.75 101.083 % 2027 and thereafter 100.00 % (2) At any time prior 100.000 % Prior to October April 15, 2022, the Company may on any one or more occasions redeem up to 40% of the original aggregate principal amount of the Notes issued under (calculated after giving effect to any issuance of Additional Notes) with the Indenture, in accordance with Section 3.03 Net Cash Proceeds of the Indenture, one or more Equity Offerings at a redemption price (expressed as a percentage of principal amount) equal to 104.50% 106.50%, of the aggregate principal amount thereof, plus accrued and unpaid interest thereon interest, if any, to (but excluding) excluding the redemption date Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date) with the net cash proceeds of one or more Equity Offerings); provided, however, provided that (i) at least 6050% of the original aggregate principal amount of the Notes issued under this Indenture (excluding Notes held by the Company calculated after giving effect to any issuance of Additional Notes) remains outstanding after each such redemption; and its Subsidiaries) remain outstanding immediately following such redemption and (ii) any such redemption occurs within 90 120 days of the date of after the closing of any such Equity Offering. (3) If . Any notice to the Holders of Notes of such a redemption must include the appropriate calculation of the Redemption Price, but need not include the Redemption Price itself. The actual Redemption Price must be set forth in an Officer’s Certificate of the Company becomes obligated to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date, the Company may, at any time, redeem all, but not part, of the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to (but excluding) the redemption date, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes may, delivered to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture. (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, at a redemption price equal Trustee no later than two Business Days prior to the greater of (a) the Canada Yield Price and (b) 100% of the aggregate principal amount of Notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to (but excluding) the redemption dateRedemption Date. (5) Any prepayment pursuant to this Section 5 shall be made in accordance with the provisions of Sections 3.01 through 3.06 of the Indenture.

Appears in 1 contract

Sources: Indenture (JBS Holding Luxembourg S.A R.L.)

Optional Redemption. (1) Except as set forth in clauses (2) to (4) of this Section 5, the Notes shall not be redeemable at the option of the Company At any time prior to October 15September 1, 2024. Beginning on October 15, 20242023, the Company may may, at its option, redeem all or a part of the Notes (which includes Additional Notes, if any), at once or over time, in accordance with Section 3.03 a Redemption Price equal to 100% of the Indentureprincipal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. On or after September 1, 2023, the Company may on any one or more occasions redeem all or a portion of the Notes at the redemption prices Redemption Prices (expressed as in percentages of principal amount) set forth below, plus accrued and unpaid interest interest, if any, thereon on the Notes redeemed, to (but excluding) the applicable redemption date Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date date to receive interest due on the relevant Interest Payment Dateinterest payment date), if redeemed during the twelve-month period commencing beginning on October 15 of September 1 on the years indicated below: Year Redemption Price 2023 102.000 % 2024 102.25 101.000 % 2025 101.50 % 2026 100.75 % 2027 and thereafter 100.00 % (2) At 100.000 % In addition, at any time on or prior to October 15September 1, 20222023, the Company may shall be entitled at its option on any one or more occasions to redeem up Notes in an aggregate principal amount not to exceed 40% of the aggregate principal amount of the Notes issued under the IndentureSupplemental Indenture (including Additional Notes, in accordance with Section 3.03 of the Indenture, if any) at a redemption price (expressed as a percentage Redemption Price of principal amount) equal to 104.50104.000% of the principal amount thereofamount, plus accrued and unpaid interest thereon to (but excluding) the redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Redemption Date) , with the net cash proceeds of Net Cash Proceeds from one or more Equity Offerings; provided, however, that (i1) at least 6055% of the such aggregate principal amount of Notes (including any Additional Notes) remains Outstanding immediately after the Notes issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remain outstanding immediately following occurrence of each such redemption redemption; and (ii2) any each such redemption occurs within 90 120 days of after the date of the closing of any such the related Equity Offering. (3) If the Company becomes obligated to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date, the Company may, at any time, redeem all, but not part, of the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to (but excluding) the redemption date, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes may, to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture. (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, at a redemption price equal to the greater of (a) the Canada Yield Price and (b) 100% of the aggregate principal amount of Notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to (but excluding) the redemption date. (5) Any prepayment pursuant to this Section 5 shall be made in accordance with the provisions of Sections 3.01 through 3.06 of the Indenture.

Appears in 1 contract

Sources: Twelfth Supplemental Indenture (TreeHouse Foods, Inc.)

Optional Redemption. (1a) Except as set forth in clauses (2b), (d), (e) to and (4f) of this paragraph 5 and in clauses (b), (d), (e), (f) and (g) of Section 53.07 of the Indenture, the Notes shall will not be redeemable at the Issuers’ option of the Company prior to October May 15, 2024. Beginning on October 2025. (b) At any time prior to May 15, 20242025, the Company may Issuers may, at their option and on one or more occasions, redeem all or a part of the Notes, upon notice in accordance with Section 3.03 of the Indenture, at once a redemption price equal to the sum of (A) 100.0% of the principal amount of the Notes redeemed, plus (B) the Applicable Premium as of the Redemption Date, plus (C) accrued and unpaid interest, if any, to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the Notes on the relevant Interest Payment Date falling prior to or over timeon the Redemption Date. (c) At any time on and after May 15, 2025, the Issuers may, at their option and on one or more occasions, redeem all or a part of the Notes, upon notice in accordance with Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amountamount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest interest, if any, thereon on the Notes redeemedto, to (but excluding) , the applicable redemption date (Redemption Date, subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date falling prior to or on the Redemption Date), if redeemed during the twelve12-month period commencing beginning on October May 15 of each of the years indicated below: 2024 102.25 % 2025 101.50 103.375 % 2026 100.75 101.688 % 2027 and thereafter 100.00 100.000 % (2d) At any time prior to October May 15, 20222025, the Company may Issuers may, at their option and on any one or more occasions occasions, redeem up to 40% of the aggregate principal amount of the Notes issued under the Indenture, in accordance with Section 3.03 not to exceed amount of the Indenture, at Net Cash Proceeds received by the Issuer from one or more Equity Offerings or a redemption price (expressed as a percentage of principal amount) equal to 104.50% of the principal amount thereof, plus accrued and unpaid interest thereon to (but excluding) the redemption date (subject contribution to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date) Issuer’s common equity capital made with the net cash proceeds Net Cash Proceeds of one or more Equity Offerings; provided, however, that (i) at least 60% of the aggregate principal amount of the Notes issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remain outstanding immediately following such redemption and (ii) any such redemption occurs within 90 days of the date of the closing of any such Equity Offering. (3) If the Company becomes obligated to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date, the Company may, at any time, redeem all, but not part, of the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to (but excluding) the redemption date, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes may, to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture. (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, upon notice in accordance with Section 3.03 of the Indenture, at a redemption price equal to (i) 106.750% of the greater aggregate principal amount of the Notes redeemed, plus (aii) accrued and unpaid interest, if any, to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the Notes on the relevant Interest Payment Date falling prior to or on the Redemption Date; provided that (A) the Canada Yield Price and amount redeemed shall not exceed 40% of the aggregate principal amount of the Notes issued under the Indenture (bincluding any Additional Notes); (B) 100at least 40% of the aggregate principal amount of Notes originally issued under the Indenture on the Issue Date remains outstanding immediately after the occurrence of each such redemption (unless all Notes are redeemed substantially concurrently); and (C) each such redemption occurs within 180 days of the date of closing of the applicable Equity Offering. (e) At any time prior to be May 15, 2025, the Issuers may, at their option and on one or more occasions, redeem an aggregate principal amount of the Notes not to exceed the amount of the Net Cash Proceeds received by the Issuer from a Qualifying IPO or a contribution to the Issuer’s common equity capital made with the Net Cash Proceeds of a Qualifying IPO, upon notice in accordance with Section 3.03 of the Indenture, at a redemption price equal to (i) 106.750% of the aggregate principal amount of the Notes being redeemed, plusplus (ii) accrued and unpaid interest, in if any, to, but excluding, the Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the Notes on the relevant Interest Payment Date falling prior to or on the Redemption Date; provided that each casesuch redemption occurs within 180 days of the date of closing of the applicable Qualifying IPO. (f) In addition, at any time prior to May 15, 2025, upon not less than 10 nor more than 60 days’ notice, the Issuers may redeem up to 10% of the original aggregate principal amount of Notes (including Additional Notes) during any twelve month period at a redemption price equal to 103% of the principal amount thereof, plus accrued and unpaid interest thereon to (to, but excluding) not including, the applicable redemption date. (5g) Notwithstanding the foregoing, in connection with any tender offer, Change of Control Offer, Alternate Offer or Asset Sale Offer for the Notes, if Holders of not less than 90% in aggregate principal amount of the then outstanding Notes validly tender and do not validly withdraw such Notes in such offer and the Issuers, or any third party making such offer in lieu of the Issuers, purchase all of the Notes validly tendered and not validly withdrawn by such Holders, all of the Holders of the Notes will be deemed to have consented to such tender or other offer, and accordingly the Issuers or such third party will have the right upon not less than 10 days, nor more than 60 days’ prior notice, given not more than 60 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a price equal to the price offered to each other Holder in such offer (which may be less than par) plus, to the extent not included in the offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling prior to or on the Redemption Date. In determining whether the Holders of at least 90% of the aggregate principal amount of the then outstanding Notes have validly tendered and not validly withdrawn Notes in a tender offer, Change of Control Offer, Alternate Offer or Asset Sale Offer, as applicable, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer, Change of Control Offer, Alternate Offer or Asset Sale Offer, as applicable. (h) Any prepayment redemption pursuant to this Section 5 paragraph (g) shall be made in accordance with pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture. Notice of any redemption or offer to purchase, whether in connection with an Equity Offering, Change of Control, Alternate Offer, Asset Sale Offer or other transaction or event or otherwise, may, at the Issuer’s discretion, be given prior to the completion or occurrence thereof, and any such redemption, offer to purchase or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion or occurrence of the related Equity Offering, Change of Control, Asset Sale Offer or other transaction or event, as the case may be. The Issuers may redeem the Notes pursuant to one or more of the relevant provisions in the Indenture, and a single notice of redemption may be delivered with respect to redemptions made pursuant to different provisions. Any such notice may provide that redemptions made pursuant to different provisions will have different Redemption Dates. In addition, if such redemption or offer to purchase is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuer’s discretion, the redemption or repurchase date may be delayed until such time (including more than 60 days after the date the notice of redemption or offer to purchase was sent) as any or all such conditions shall be satisfied (or waived by the Issuers in their sole discretion), or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuers in their sole discretion) by the redemption or purchase date, or by the redemption or purchase date so delayed, or that such notice or offer may be rescinded at any time in the Issuers’ sole discretion if the Issuers determine that any or all of such conditions will not be satisfied or waived. In addition, the Issuers may provide in such notice or offer to purchase that payment of the redemption or purchase price and performance of the Issuers’ obligations with respect to such redemption or offer to purchase may be performed by another Person.

Appears in 1 contract

Sources: Indenture (Clarios International Inc.)

Optional Redemption. (1a) Except as set forth in clauses Section 5.1(b) and (2) to (4) of this Section 5c), the Notes shall are not be redeemable at the option of the Company prior to until October 151, 20242015. Beginning on On and after October 151, 20242015, the Company may redeem all or or, from time to time, a part of the Notes, at once or over time, in accordance with Section 3.03 of the Indenture, Notes at the following redemption prices (expressed as percentages a percentage of principal amountamount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon on the Notes redeemedNotes, to (if any, to, but excluding) , the applicable redemption date Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period commencing beginning on October 15 1 of the years indicated below: 2024 102.25 2015 104.781 % 2025 101.50 2016 103.188 % 2026 100.75 2017 101.594 % 2027 2018 and thereafter 100.00 100.000 % (2b) At any time prior to October 15, 2022, the The Company may on any one or more occasions prior to October 1, 2015 redeem up to 4035% of the aggregate original principal amount of the Notes issued under (including any Additional Notes) with the Indenture, in accordance with Section 3.03 Net Cash Proceeds of the Indenture, one or more Equity Offerings at a redemption price (expressed as a percentage of principal amount) equal to 104.50106.375% of the principal amount thereof, thereof plus accrued and unpaid interest thereon to (interest, if any, to, but excluding) , the redemption date applicable Redemption Date (subject to the right of Holders of record Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date) with the net cash proceeds of one or more Equity Offerings); provided, however, that provided that (i) at least 6065% of the aggregate original principal amount of the Notes issued under this Indenture (excluding Notes held by the Company and its Subsidiariesincluding any Additional Notes) remain remains outstanding immediately following after each such redemption and redemption; and (ii) any such the redemption occurs within 90 days of the date of after the closing of any such Equity Offering. Notice of any redemption pursuant to this Section 5.1(b) may, at the Company’s discretion, be subject to one or more conditions precedent, including the completion of an Equity Offering or other corporate transaction. (3c) If the Company becomes obligated to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date, the Company mayIn addition, at any time, redeem all, but not part, of the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to (but excluding) the redemption date, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes may, to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture. (4) Prior prior to October 151, 20242015, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, at a redemption price equal to the greater of (a) the Canada Yield Price and (b) 100% of the aggregate principal amount of Notes to be redeemedthereof plus the Applicable Premium, plus, in each case, plus accrued and unpaid interest thereon to (interest, if any, to, but excluding) , the redemption dateRedemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (5) Any prepayment pursuant to this Section 5 shall be made in accordance with the provisions of Sections 3.01 through 3.06 of the Indenture.

Appears in 1 contract

Sources: Indenture (CNO Financial Group, Inc.)

Optional Redemption. (1a) Except as set forth in clauses (2) to (4) of this Section 5, the Notes shall not be redeemable at the option of the Company At any time prior to October 15November 1, 2024. Beginning on October 15, 20242011, the Company may redeem all or a part of the Series A-2 Notes, at once upon not less than 30 nor more than 60 days prior notice mailed by first-class mail to the registered address of each Holder or over time, otherwise delivered in accordance with Section 3.03 the procedures of DTC, at a redemption price equal to 100% of the Indentureprincipal amount of the Series A-2 Notes redeemed plus the Series A-2 Notes Applicable Premium as of, at the redemption prices (expressed as percentages of principal amount) set forth below, plus and accrued and unpaid interest thereon on the Notes redeemedand Additional Interest, if any, to the date of redemption (but excluding) the applicable redemption date (“Series A-1 Notes Redemption Date”), subject to the right rights of Holders of record on the relevant Regular Series A-2 Notes Record Date to receive interest due on the relevant Series A-2 Notes Interest Payment Date), if redeemed during the twelve-month period commencing on October 15 of the years indicated below: 2024 102.25 % 2025 101.50 % 2026 100.75 % 2027 and thereafter 100.00 %. (2b) At any time prior to October 15Until November 1, 20222011, the Company may on any one or more occasions may, at its option, redeem up to 4035% of the aggregate principal amount of the Series A-2 Notes issued under the Indenture, in accordance with Section 3.03 of the Indenture, by it at a redemption price (expressed as a percentage of principal amount) equal to 104.50112.375% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon and Additional Interest, if any, to (but excluding) the redemption date (applicable Series A-2 Notes Redemption Date, subject to the right of Holders of Series A-2 Notes of record on the relevant Regular Series A-2 Notes Record Date to receive interest due on the relevant Series A-2 Notes Interest Payment Date) , with the net cash proceeds of one or more Equity Offerings; provided, however, provided that (i) at least 6065% of the aggregate principal amount of the Series A-2 Notes originally issued under this Indenture (excluding Series A-2 Notes held by the Company and its Subsidiariesor Subsidiaries or Affiliates of the Company) remain remains outstanding immediately following after the occurrence of each such redemption and (ii) any redemption; provided further that each such redemption occurs within 90 180 days of the date of the closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the completion thereof, and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, the completion of the related Equity Offering. (3c) If the Company becomes obligated Except pursuant to pay any Additional Amounts because clause (a) or (b) of a change in the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Datethis Section 3.01, the Company may, Series A-2 Notes will not be redeemable at any time, redeem all, but not part, of the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to (but excluding) the redemption date, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes may, to the extent that it does not adversely affect the Company’s after-tax positionoption prior to November 1, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture2011. (4d) Prior to October 15On and after November 1, 20242011, the Company may redeem the Series A-2 Notes, in whole or in part, upon not less than 30 nor more than 60 days prior notice by first-class mail, postage prepaid, with a copy to the Trustee, to each Holder at the address of such Holder appearing in accordance with Section 3.03 of the Indenturesecurity register, at a the redemption price equal to the greater prices (expressed as percentages of (a) the Canada Yield Price and (b) 100% of the aggregate principal amount of the Series A-2 Notes to be redeemed) set forth below, plus, in each case, plus accrued and unpaid interest thereon and Additional Interest, if any, to (but excluding) the applicable Series A-2 Notes Redemption Date, subject to the right of Holders of record on the relevant Series A-2 Notes Record Date to receive interest due on the relevant Series A-2 Notes Interest Payment Date, if redeemed during the twelve-month period beginning on November 1 of each of the years indicated below: 2011 106.188 % 2012 103.094 % 2013 and thereafter 100.000 % Any redemption date. (5) Any prepayment pursuant to this Section 5 3.01 shall be made in accordance with pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Appears in 1 contract

Sources: Supplemental Indenture (Ahny-Iv LLC)

Optional Redemption. (1a) Except as set forth in clauses (2) to (4) of this Section 5, The Issuers may redeem the Notes shall not be redeemable at any time prior to June 1, 2011, at their option, in whole or from time to time in part, at a redemption price equal to the option sum of (i) the principal amount of the Company prior Notes being redeemed, (ii) accrued and unpaid interest thereon to October 15the redemption date and (iii) the Make-Whole Amount, 2024if any (subject to the right of holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). Beginning The Issuers may also redeem the Notes at any time on October 15or after June 1, 2024, the Company may redeem all or a part of the Notes2011, at once or over timetheir option, in accordance with Section 3.03 of the Indenturewhole or from time to time in part, at the redemption prices (expressed as percentages of the principal amountamount thereof) set forth below, plus accrued and unpaid interest thereon on the Notes redeemedthereon, if any, to (but excluding) the applicable redemption date (subject to the right of Holders holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve12-month period commencing beginning on October 15 June 1 of each of the years indicated below: 2024 102.25 2011 103.250 % 2025 101.50 2012 102.167 % 2026 100.75 2013 101.083 % 2027 2014 and thereafter 100.00 100.000 % (2b) At Notwithstanding the provisions of clause (a) of this Section 3.07, at any time prior to October 15June 1, 20222009, the Company Issuers may redeem, at their option, on any one or more occasions redeem (each, an “Equity Claw-back Redemption”), with all or a portion of the net cash proceeds of one or more Equity Offerings, up to 4035% of the aggregate principal amount of the Notes originally issued under the Indenture, in accordance with Section 3.03 of the Indenture, this Indenture at a redemption price (expressed as a percentage of the aggregate principal amountamount of Notes so redeemed) equal to 104.50% of the principal amount thereof106.500%, plus accrued and unpaid interest thereon thereon, if any, to (but excluding) the redemption date (subject to the right of Holders holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date) with the net cash proceeds of one or more Equity Offerings; provided), however, that provided that: (i1) at least 6065% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remain remains outstanding immediately following after the occurrence of each such redemption and redemption; and (ii2) any such the redemption occurs within 90 60 days of the date of the closing consummation of any such Equity Offering. (3c) If the Company becomes obligated Any redemption pursuant to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date, the Company may, at any time, redeem all, but not part, of the Notes at a price equal this Section 3.07 shall be made pursuant to 100% of the principal amount thereof, plus accrued and unpaid interest to (but excluding) the redemption date, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes may, to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture. (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, at a redemption price equal to the greater of (a) the Canada Yield Price and (b) 100% of the aggregate principal amount of Notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to (but excluding) the redemption date. (5) Any prepayment pursuant to this Section 5 shall be made in accordance with the provisions of Sections 3.01 through 3.06 of the Indenturehereof.

Appears in 1 contract

Sources: Indenture (Ventas Inc)

Optional Redemption. (1a) Except as set forth in clauses (2) At any time prior to (4) of this Section 5December 15, 2022, the Notes shall not be redeemable Issuers may, at the their option of the Company prior to October 15on one or more occasions, 2024. Beginning on October 15, 2024, the Company may redeem all or a part of the Notes, at once or over time, upon notice in accordance with Section Sections 3.02 and 3.03 hereof, at a redemption price equal to 100% of the Indentureprincipal amount of the Notes redeemed plus the Applicable Premium as of the Redemption Date, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) From and after December 15, 2022, the Issuers may, at their option on one or more occasions, redeem the Notes, in whole or in part, upon notice in accordance with Sections 3.02 and 3.03 hereof, at the redemption prices (expressed as percentages of principal amountamount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest thereon due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on December 15 of each of the years indicated below: 2022 102.125 % 2023 101.063 % 2024 100.000 % (c) Before December 15, 2022, the Issuers may, at their option, on one or more occasions, redeem, upon notice in accordance with Sections 3.02 and 3.03 hereof, up to 40% of the aggregate principal amount of Notes issued under this Indenture at a redemption price equal to 104.250% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with funds in an aggregate amount not exceeding the net cash proceeds received by the Company from one or more Equity Offerings; provided that (i) at least 50% of the sum of the aggregate principal amount of Notes originally issued under this Indenture on the Issue Date and any Additional Notes issued under this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption (unless all such Notes are otherwise repurchased or redeemed substantially concurrently with such redemption); and (ii) each such redemption occurs within 180 days of the date of closing of each such Equity Offering. (d) Any notice of any redemption may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuers’ option and discretion, be subject to one or more conditions precedent, including, without limitation, the consummation of an incurrence or issuance of debt or equity or a Change of Control or other corporate transaction, and, at the Issuers’ option and discretion, the Redemption Date may be delayed until such time as any or all of such conditions have been satisfied or waived, or the Redemption Date may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or waived by the Redemption Date, or by the Redemption Date as so delayed. The Issuers may provide in such notice that payment of the redemption price and performance of the Issuers’ obligations with respect to such redemption may be performed by another Person. The Issuers shall provide written notice of the satisfaction or waiver of such conditions, the delay of such Redemption Date or the rescission of such notice of redemption to the Trustee prior to the close of business one Business Day prior to the Redemption Date, and the Trustee shall provide such notice to each holder in the same manner in which the notice of redemption was given. Upon receipt of such notice of the delay of such Redemption Date or the rescission of such notice of redemption, such Redemption Date shall be automatically delayed or such notice of redemption shall be automatically rescinded, as applicable, and the redemption of the Notes shall be automatically delayed or rescinded and cancelled, as applicable, as provided in such notice. (e) In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer, Asset Sale Offer or other tender offer and the Issuers (or a third party making the offer, as applicable) purchase all of the Notes validly tendered and not withdrawn by such Holders, the Issuers or third party offeror, as applicable, will have the right, to redeem (in the case of the Issuers) or purchase (in the case of a third party offeror), upon notice in accordance with Sections 3.02 and 3.03 hereof, all of the Notes that remain outstanding following such purchase at a redemption price or purchase price, as the case may be, equal to the price paid to each other Holder in such offer (which may be less than par) plus, to the extent not included in such price, accrued and unpaid interest on the Notes redeemedthat remain outstanding, to (to, but excluding) not including, the applicable redemption date Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant an Interest Payment Date that is on or prior to the Redemption Date), if redeemed during the twelve-month period commencing on October 15 of the years indicated below: 2024 102.25 % 2025 101.50 % 2026 100.75 % 2027 and thereafter 100.00 %. (2f) At Except pursuant to any time of clauses (a) through (c) of this Section 3.07, the Notes will not be redeemable at the Issuers’ option prior to October December 15, 2022, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes issued under the Indenture, in accordance with Section 3.03 of the Indenture, at a redemption price (expressed as a percentage of principal amount) equal to 104.50% of the principal amount thereof, plus accrued and unpaid interest thereon to (but excluding) the redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date) with the net cash proceeds of one or more Equity Offerings; provided, however, that (i) at least 60% of the aggregate principal amount of the Notes issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remain outstanding immediately following such redemption and (ii) any such redemption occurs within 90 days of the date of the closing of any such Equity Offering. (3) If the Company becomes obligated to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date, the Company may, at any time, redeem all, but not part, of the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to (but excluding) the redemption date, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes may, to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture. (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, at a redemption price equal to the greater of (a) the Canada Yield Price and (b) 100% of the aggregate principal amount of Notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to (but excluding) the redemption date. (5g) Any prepayment redemption pursuant to this Section 5 3.07 shall be made in accordance with pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturehereof.

Appears in 1 contract

Sources: Indenture (Kraton Corp)

Optional Redemption. (1a) Except as set forth in clauses (2) to (4) of this Section 5, the Notes shall not be redeemable at the option of the Company At any time prior to October 15February 1, 2024. Beginning on October 15, 20242016, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under the Indenture (calculated after giving effect to any Issuance of Additional Notes), upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 107.875% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Special Interest, if any, to the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date), with an amount of cash no greater than the net proceeds from all Equity Offerings by the Company since the Issue Date; provided that: (i) at least 65% (calculated after giving effect to any issuance of Additional Notes) of the original aggregate principal amount of Notes issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 120 days of the date of the closing of such Equity Offering. (b) At any time prior to February 1, 2017, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at once or over time, in accordance with Section 3.03 a redemption price equal to 100% of the Indentureprincipal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Special Interest, if any, to the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant Interest Payment Date. (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to February 1, 2017. (d) On or after February 1, 2017, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon and Special Interest, if any, on the Notes redeemed, to (but excluding) the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date)redemption, if redeemed during the twelve-month period commencing beginning on October 15 February 1 of the years indicated below: 2024 102.25 % 2025 101.50 % 2026 100.75 % 2027 and thereafter 100.00 % (2) At any time prior to October 15, 2022, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes issued under the Indenture, in accordance with Section 3.03 of the Indenture, at a redemption price (expressed as a percentage of principal amount) equal to 104.50% of the principal amount thereof, plus accrued and unpaid interest thereon to (but excluding) the redemption date (subject to the right rights of Holders of record on the relevant Regular Record Date record date to receive interest due on the relevant Interest Payment Date) with : Year Percentage 2016 103.938 % 2017 101.969 % 2018 and thereafter 100.000 % Unless the net cash proceeds of one or more Equity Offerings; provided, however, that (i) at least 60% Company defaults in the payment of the aggregate principal amount of redemption price, interest will cease to accrue on the Notes issued under this Indenture (excluding Notes held by or portions thereof called for redemption on the Company and its Subsidiaries) remain outstanding immediately following such redemption and (ii) any such redemption occurs within 90 days of the date of the closing of any such Equity Offering. (3) If the Company becomes obligated to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date, the Company may, at any time, redeem all, but not part, of the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to (but excluding) the redemption date, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes may, to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture. (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, at a redemption price equal to the greater of (a) the Canada Yield Price and (b) 100% of the aggregate principal amount of Notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to (but excluding) the applicable redemption date. (5) Any prepayment pursuant to this Section 5 shall be made in accordance with the provisions of Sections 3.01 through 3.06 of the Indenture.

Appears in 1 contract

Sources: Indenture (Coeur D Alene Mines Corp)

Optional Redemption. (1a) Except as set forth in clauses (2) to (4) of this Section 5, the Notes shall not be redeemable at the option of the Company prior to October On or after January 15, 2024. Beginning on October 15, 20242017, the Company may on any one or more occasions redeem all or a part of the Notes, at once or over time, in accordance with Section 3.03 of the Indentureupon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon interest, if any, on the Notes redeemed, to (but excluding) excluding the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date)redemption, if redeemed during the twelve-month period commencing beginning on October January 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: 2024 102.25 Year Percentage 2017 103.938% 2025 101.50 2018 102.625% 2026 100.75 2019 101.313% 2027 2020 and thereafter 100.00 %100.0000% Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (2b) At any time prior to October January 15, 20222014, the Company may on any one or more occasions redeem up to 4035% of the aggregate principal amount of the Notes issued under the Indenture, in accordance with Section 3.03 of the Indentureupon not less than 30 nor more than 60 days’ notice, at a redemption price (expressed as a percentage of principal amount) equal to 104.50107.875% of the principal amount thereofof the Notes redeemed, plus accrued and unpaid interest thereon interest, if any, to (but excluding) excluding the date of redemption date (subject to the right rights of Holders of record on the relevant Regular Record Date record date to receive interest due on the relevant Interest Payment Date) interest payment date), with the net cash proceeds of one or more Equity OfferingsOfferings by the Company; provided, however, that provided that: (i) at least 6065% of the aggregate principal amount of the Notes originally issued under this the Indenture (excluding Notes held by the Company and its Subsidiaries) remain remains outstanding immediately following after the occurrence of such redemption redemption; and (ii) any such the redemption occurs within 90 days of the date of the closing of any such Equity Offering. (3c) If the Company becomes obligated At any time prior to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing AuthorityJanuary 15, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date2017, the Company maymay on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at any time, redeem all, but not part, of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Ap- plicable Premium as of, and accrued and unpaid interest, if any, to but excluding the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (d) At any time and from time to time prior to January 15, 2017, but not more than once in any twelve-month period, the Company may redeem, in the aggregate, up to 10% of the original aggregate principal amount of Notes issued under the Indenture at a redemption price of 103% of the principal amount thereof, plus accrued and unpaid interest interest, if any, to (but excluding) excluding the applicable redemption date, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes may, subject to the extent that it does not adversely affect rights of Holders on the Company’s after-tax position, at its option, waive relevant record date to receive interest due on the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture. (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, at a redemption price equal to the greater of (a) the Canada Yield Price and (b) 100% of the aggregate principal amount of Notes to be redeemed, plus, in each case, accrued and unpaid relevant interest thereon to (but excluding) the redemption payment date. (5) Any prepayment pursuant to this Section 5 shall be made in accordance with the provisions of Sections 3.01 through 3.06 of the Indenture.

Appears in 1 contract

Sources: Indenture (Calpine Corp)

Optional Redemption. (a) At any time prior to December 1) Except as set forth in clauses (2) to (4) of this Section 5, 2027, the Notes shall not be redeemable Issuers may at the their option of the Company prior to October 15, 2024. Beginning on October 15, 2024, the Company may one or more occasions redeem all or a part of the Notes, at once or over time, in accordance with upon notice as described under Section 3.03 hereof at a redemption price (as calculated by the Issuers) equal to the sum of (i) 100.00% of the Indenture, at the redemption prices (expressed as percentages principal amount of principal amount) set forth below, plus accrued and unpaid interest thereon on the Notes redeemed, to plus (ii) the Applicable Premium, plus (iii) accrued and unpaid interest, if any, to, but excluding) , the applicable redemption date (Redemption Date, subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period commencing on October 15 of the years indicated below: 2024 102.25 % 2025 101.50 % 2026 100.75 % 2027 and thereafter 100.00 %. (2b) At any time prior to October 15December 1, 20222027, the Company may Issuers may, at their option and on any one or more occasions occasions, redeem up to 4040.00% of the aggregate principal amount of the Notes and Additional Notes issued under the Indenture, in accordance with Section 3.03 of the Indenture, this Indenture at a redemption price (expressed as a percentage of principal amountcalculated by the Company) equal to 104.50the sum of (i) 106.875% of the aggregate principal amount thereof, 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 Company, plus (ii) accrued and unpaid interest thereon to (thereon, if any, to, but excluding) , the redemption date (Redemption Date, subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date) with the net cash proceeds of one or more Equity Offerings; provided, however, provided that (ia) at least 6050.00% of the sum of the aggregate principal amount of Notes originally issued under this Indenture on the Issue Date and any Additional Notes issued under this Indenture after the Issue Date 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 the applicable Equity Offering or contribution. (c) In connection with any Change of Control Offer, Alternate Offer or other tender offer to purchase all of the Notes, if Holders of not less than 90% of the aggregate principal amount of the then outstanding Notes issued under this Indenture (excluding validly tender and do not validly withdraw such Notes held by in such Change of Control Offer, Alternate Offer or other tender offer and the Company and its Subsidiaries) remain outstanding immediately following Issuers purchase, or any third party making such redemption and (ii) any such redemption occurs within 90 days Change of Control Offer, Alternate Offer or other tender offer in lieu of the date of the closing of any such Equity Offering. (3) If the Company becomes obligated to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing AuthorityIssuers purchases, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date, the Company may, at any time, redeem all, but not part, all of the Notes validly tendered and not validly withdrawn by such Holders, the Issuers or such third party will have the right upon notice, given not more than 60 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a price equal to 100% the price offered to each other Holder in such Change of the principal amount thereofControl Offer, plus accrued and unpaid interest to (but excluding) the redemption dateAlternate Offer or other tender offer, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes mayplus, to the extent that it does not adversely affect included in the Company’s after-tax positionChange of Control Offer, at its optionAlternate Offer or other tender offer payment, waive accrued and unpaid interest, if any, thereon, to, but excluding, the Company’s compliance with Redemption Date (subject to the provisions of Section 4.20 right of the Indenture with respect Holders of record on the relevant Record Date to such Holder’s Notes; provided, further, receive interest due on an Interest Payment Date that if any Holder waives such compliance, is on or prior to the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the IndentureRedemption Date). (4d) Prior Except pursuant to October 15clause (a), 2024(b) or (c) of this Section 3.07, the Company Notes will not be redeemable at the Issuers’ option prior to December 1, 2027. (e) On and after December 1, 2027, the Issuers may at their option redeem the Notes, in whole or in part, on one or more occasions, upon notice in accordance with Section 3.03 of the Indenturehereof, at a the redemption price equal to the greater prices (expressed as percentages of (a) the Canada Yield Price and (b) 100% of the aggregate principal amount of the Notes to be redeemed) set forth below, plus, in each case, plus accrued and unpaid interest thereon to (interest, if any, to, but excluding) , the redemption date.Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on June 1 in each of the years indicated below: 2027 103.438 % 2028 101.719 % 2029 and thereafter 100.000 % (5f) Any prepayment redemption pursuant to this Section 5 3.07 shall be made in accordance with the provisions of pursuant to Sections 3.01 through 3.06 3.06. (g) In addition to any redemption pursuant to this Section 3.07, the Issuers or their Affiliates may at any time and from time to time acquire Notes by means other than a redemption, whether by tender offer, in the open market, negotiated transaction or otherwise. (h) Any notice of redemption made in connection with a related transaction or event (including an Equity Offering, contribution, Change of Control, Asset Sale or other transaction) may, at the Issuers’ discretion, be given prior to the completion or the occurrence thereof, and any such redemption or notice may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, the completion or occurrence of the Indenturerelated transaction or event, as the case may be. The Trustee will have no obligation to calculate or verify the calculation of the redemption price on any Notes.

Appears in 1 contract

Sources: Indenture (Magnolia Oil & Gas Corp)

Optional Redemption. (1a) Except as set forth in clauses (2b), (c) to and (4d) of this Section 5, the Notes shall not be redeemable at the option of the Company prior to October 15, 2024. Beginning on October 15, 20243.07, the Company may shall not have the option to redeem all the Notes pursuant to this Section 3.07 prior to December 1, 2013. On or a part of after December 1, 2013, the Company shall have the option to redeem the Notes, in whole or in part at once or over any time, in accordance with Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon on the Notes redeemedand Additional Interest, if any, to (but excluding) the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date record date to receive interest due on an interest payment date that is on or prior to the relevant Interest Payment Dateredemption date), if redeemed during the twelve-month period commencing beginning on October 15 December 1 of the years indicated below: 2024 102.25 YEAR PERCENTAGE 2013 105.438 % 2025 101.50 2014 103.625 % 2026 100.75 2015 101.813 % 2027 2016 and thereafter 100.00 100.000 % (2b) At Notwithstanding the provisions of clause (a) of this Section 3.07, at any time prior to October 15December 1, 20222013, the Company may on any one or more occasions redeem up to 4035% of the aggregate principal amount of the Notes (including any Additional Notes) issued under the Indenture, in accordance with Section 3.03 of the Indenture, this Indenture at a redemption price (expressed as a percentage of principal amount) equal to 104.50107.25% of the principal amount thereof, plus accrued and unpaid interest thereon and Additional Interest, if any, to (but excluding) the redemption date (subject to the right of Holders of record on the relevant Regular Record Date record date to receive interest due on an interest payment date that is on or prior to the relevant Interest Payment Date) redemption date), with the net cash proceeds of one or more Equity Offerings; provided, however, that provided that: (i1) at least 6065% of the aggregate principal amount of the Notes (including any Additional Notes) issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (excluding any Notes held by the Company and its Subsidiaries); and (2) remain outstanding immediately following such redemption and (ii) any each such redemption occurs within 90 120 days of the date of the closing of any each such Equity Offering. (3c) If the Company becomes obligated Prior to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing AuthorityDecember 1, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date2013, the Company may, at any time, may redeem all, but not part, all or part of the Notes at a redemption price equal to the sum of: (1) 100% of the principal amount thereof, plus plus (2) accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to (but excluding) the redemption date), provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes may, to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture.plus (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, at a redemption price equal to the greater of (a3) the Canada Yield Price and (b) 100% of the aggregate principal amount of Notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to (but excluding) Make Whole Premium at the redemption date. (5d) The Notes may also be redeemed, as a whole, following certain Change of Control Offers, at the redemption price and subject to the conditions set forth in Section 4.15(6). (e) Any prepayment redemption pursuant to this Section 5 3.07 shall be made in accordance with pursuant to the provisions of Sections Section 3.01 through Section 3.06 of the Indenturehereof.

Appears in 1 contract

Sources: Indenture (Exterran Holdings Inc.)

Optional Redemption. (1a) Except as set forth in clauses (2) to (4) of this Section 5, the Notes shall not be redeemable at the option of the Company At any time prior to October July 15, 2024. Beginning on October 15, 20242027, the Company may may, at its option and on one or more occasions redeem all or a part of the Notes, upon notice as described under Section 3.03 of the Indenture, at once a redemption price (as calculated by the Company) equal to the sum of (i) 100.00% of the principal amount of the Notes redeemed, plus (ii) the Applicable Premium, plus (iii) accrued and unpaid interest, if any, to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Any notice of redemption made in connection with a related transaction or over timeevent (including an Equity Offering, contribution, Change of Control, Asset Sale or other transaction) may, at the Company’s discretion, be given prior to the completion or the occurrence thereof, and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, the completion or occurrence of the related transaction or event, as the case may be. (b) At any time prior to July 15, 2027, the Company may, at its option and on one or more occasions, redeem up to 40.00% of the aggregate principal amount of Notes and Additional Notes issued under the Indenture at a redemption price (as calculated by the Company) equal to the sum of (i) 107.375 % of the aggregate principal amount thereof, 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 Company, plus (ii) accrued and unpaid interest thereon, if any, to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date; provided that (a) at least 50.00% of the sum of the aggregate principal amount of Notes originally issued under the Indenture on the Issue Date, and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption (unless all such Notes are redeemed substantially concurrently) and (b) each such redemption occurs within 180 days of the date of closing of the applicable Equity Offering or contribution. (c) In connection with any Change of Control Offer, Alternate Offer or other tender offer to purchase all of the Notes, if Holders of not less than 90.00% of the aggregate principal amount of the then outstanding Notes validly tender and do not validly withdraw such Notes in such Change of Control Offer, Alternate Offer or other tender offer and the Company purchases, or any third party making such Change of Control Offer, Alternate Offer or other tender offer in lieu of the Company purchases, all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party will have the right upon not less than 10 days’ nor more than 60 days’ notice, given not more than 60 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a price equal to the price offered to each other Holder in such Change of Control Offer or other tender offer, plus, to the extent not included in the Change of Control Offer or other tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Redemption Date (subject to the right of the Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date). (d) Except pursuant to clause (a), (b) or (c) of Section 3.07 of the Indenture, the Notes will not be redeemable at the Company’s option prior to July 15, 2027. (e) On and after July 15, 2027, the Company may, at its option and on one or more occasions, redeem all or a part of the Notes, in whole or in part, upon notice in accordance with Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amountamount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon on the Notes redeemedinterest, to (if any, to, but excluding) , the applicable redemption date (Redemption Date, subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period commencing beginning on October July 15 of the years indicated below: 2024 102.25 2027 103.688% 2025 101.50 2028 101.844% 2026 100.75 % 2027 2029 and thereafter 100.00 100.000% (2f) At any time prior Any redemption pursuant to October 15, 2022, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes issued under the Indenture, in accordance with Section 3.03 of the Indenture, at a redemption price (expressed as a percentage of principal amount) equal to 104.50% of the principal amount thereof, plus accrued and unpaid interest thereon to (but excluding) the redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date) with the net cash proceeds of one or more Equity Offerings; provided, however, that (i) at least 60% of the aggregate principal amount of the Notes issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remain outstanding immediately following such redemption and (ii) any such redemption occurs within 90 days of the date of the closing of any such Equity Offering. (3) If the Company becomes obligated to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date, the Company may, at any time, redeem all, but not part, of the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to (but excluding) the redemption date, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes may, to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 3.07 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture. (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, at a redemption price equal to the greater of (a) the Canada Yield Price and (b) 100% of the aggregate principal amount of Notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to (but excluding) the redemption date. (5) Any prepayment pursuant to this Section 5 shall be made in accordance with the provisions of pursuant to Sections 3.01 through 3.06 of the Indenture.

Appears in 1 contract

Sources: Indenture (Crescent Energy Co)

Optional Redemption. (1a) Except as set forth in clauses (2) to (4) of this Section 5, the Notes shall not be redeemable at the option of the Company At any time prior to October May 15, 2024. Beginning on October 15, 20242019, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes, upon not less than 15 nor more than 60 days’ notice, at a redemption price equal to 107.250% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date, with an amount equal to the net cash proceeds of one or more Equity Offerings, subject to the rights of holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that: (1) at least 65% of the aggregate principal amount of Notes originally issued under this Supplemental Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 90 days of the date of the closing of such equity offering. (b) At any time prior to May 15, 2021, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 nor more than 60 days’ prior notice, at once or over time, in accordance with Section 3.03 a redemption price equal to 100% of the Indentureprincipal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to May 15, 2021. (d) On or after May 15, 2021, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon interest, if any, on the Notes redeemed, to (but excluding) the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date)redemption, if redeemed during the twelve-month period commencing beginning on October May 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: 2021 103.625 % 2022 102.417 % 2023 101.208 % 2024 102.25 % 2025 101.50 % 2026 100.75 % 2027 and thereafter 100.00 100.000 % (2) At any time prior to October 15, 2022, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes issued under the Indenture, in accordance with Section 3.03 of the Indenture, at a redemption price (expressed as a percentage of principal amount) equal to 104.50% of the principal amount thereof, plus accrued and unpaid interest thereon to (but excluding) the redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date) with the net cash proceeds of one or more Equity Offerings; provided, however, that (i) at least 60% of the aggregate principal amount of the Notes issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remain outstanding immediately following such redemption and (ii) any such redemption occurs within 90 days of the date of the closing of any such Equity Offering. (3) If the Company becomes obligated to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date, the Company may, at any time, redeem all, but not part, of the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to (but excluding) the redemption date, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes may, to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture. (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, at a redemption price equal to the greater of (a) the Canada Yield Price and (b) 100% of the aggregate principal amount of Notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to (but excluding) the redemption date. (5e) Any prepayment redemption pursuant to this Section 5 3.07 shall be made in accordance with pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturehereof.

Appears in 1 contract

Sources: Supplemental Indenture (NRG Energy, Inc.)

Optional Redemption. (1) Except as set forth in clauses (2) to (4) of this Section 5, the Notes shall not be redeemable at the option of the Company prior to October 15, 2024. Beginning on October 15, 2024, the Company may redeem all or a part of the Notes, at once or over time, in accordance with Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon on the Notes redeemed, to (but excluding) the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period commencing on October 15 of the years indicated below: 2024 102.25 % 2025 101.50 % 2026 100.75 % 2027 and thereafter 100.00 % (2a) At any time prior to October 15August 1, 20222024, the Company Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes issued under the Indenture, in accordance with Section 3.03 of the Indenture, at a redemption price (expressed as a percentage of principal amount) equal to 104.50% of the principal amount thereof, plus accrued and unpaid interest thereon to (but excluding) the redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date) with the net cash proceeds of one or more Equity Offerings; provided, however, that (i) at least 60% of the aggregate principal amount of the Notes issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remain outstanding immediately following such redemption and (ii) any such redemption occurs within 90 days of the date of the closing of any such Equity Offering. (3) If the Company becomes obligated to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date, the Company may, at any time, redeem all, but not part, of the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to (but excluding) the redemption date, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes may, to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture. (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, upon notice in accordance with Section 3.03 of the Indenture, at a redemption price equal to 100% of the greater principal amount of the Notes redeemed plus the Applicable Premium, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption (a) each date on which a redemption occurs, a “Redemption Date”), subject to the Canada Yield Price and right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) 100On and after August 1, 2024, the Issuer may on one or more occasions redeem the Notes, in whole or in part, upon notice in accordance with Section 3.03 of the Indenture, at the applicable redemption price (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on August 1, 2024 of each of the years indicated below: Year Percentage 2024 102.250 % 2025 101.125 % 2026 and thereafter 100.000 % (c) In addition, prior to August 1, 2024, the Issuer may, at its option, and on one or more occasions, redeem up to 40% of the aggregate principal amount of Notes issued under the Indenture (including any Additional Notes issued under the Indenture after the Issue Date) at a redemption price equal to be 104.500% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with funds in an aggregate amount equal to the net cash proceeds of one or more Equity Offerings of the Issuer or any direct or indirect parent company of either of the Issuer after the Issue Date, to the extent such net cash proceeds are contributed to the Issuer; provided that (1) at least 50% of the total of (A) the aggregate principal amount of Notes originally issued under the Indenture on the Issue Date and (B) the aggregate principal amount of any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption (unless all notes are redeemed substantially concurrently); and (2) each such redemption occurs within 180 days of the date of closing of each such Equity Offering. (d) In connection with any tender offer for the Notes (including any Change of Control Offer or Asset Sale 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 Issuer, or any third party 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 (provided that such notice is not given more than 30 days following such purchase date) to redeem all Notes that remain outstanding following such purchase at a price equal to the price offered to each other Holder in such tender offer plus, to the extent not included in each casethe tender offer payment, accrued and unpaid interest thereon to (interest, if any, thereon, to, but excluding) , the redemption dateapplicable Redemption Date, subject to the right of the Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (5e) Any prepayment redemption pursuant to this Section 5 paragraph 6 shall be made in accordance with pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture. Notice of any redemption or purchase, whether in connection with an Equity Offering, other transaction or otherwise, may be given prior to the completion thereof, and any such notice may, unless otherwise provided in the Indenture, at the Issuer’s discretion, be subject to one or more conditions precedent. If a redemption or purchase is subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition and, if applicable, shall state that, in the Issuer’s discretion, the Redemption Date or purchase date may be delayed until such time (including more than 60 days after the date the notice was sent) as any or all such conditions shall be satisfied (or waived by the Issuer in their sole discretion) or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Redemption Date or purchase date, or by the Redemption Date or purchase date as so delayed. In addition, the Issuer may provide in such notice that payment of the redemption price or purchase price and performance of the Issuer’s obligations with respect to such redemption or purchase may be performed by another Person.

Appears in 1 contract

Sources: Indenture (Healthcare Royalty, Inc.)

Optional Redemption. (1a) Except as set forth in clauses (2) to (4) of this Section 5, the Notes shall not be redeemable at the option of the Company At any time prior to October 15May 1, 2024. Beginning on October 15, 20242023, the Company may may, at its option and on one or more occasions redeem all or a part of the Notes, upon notice as described under Section 3.03 of the Indenture, at once a redemption price (as calculated by the Company) equal to the sum of (i) 100.00% of the principal amount of the Notes redeemed, plus (ii) the Applicable Premium, plus (iii) accrued and unpaid interest, if any, to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Any notice of redemption made in connection with a related transaction or over timeevent (including an Equity Offering, contribution, Change of Control, Asset Sale or other transaction) may, at the Company’s discretion, be given prior to the completion or the occurrence thereof, and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, the completion or occurrence of the related transaction or event, as the case may be. (b) At any time prior to May 1, 2023, the Company may, at its option and on one or more occasions, redeem up to 40.00% of the aggregate principal amount of Notes and Additional Notes issued under the Indenture at a redemption price (as calculated by the Company) equal to the sum of (i) 7.250% of the aggregate principal amount thereof, 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 Company, plus (ii) accrued and unpaid interest thereon, if any, to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date; provided that (a) at least 50.00% of the sum of the aggregate principal amount of Notes originally issued under the Indenture on the Issue Date and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption (unless all such Notes are redeemed substantially concurrently) and (b) each such redemption occurs within 180 days of the date of closing of the applicable Equity Offering or contribution. (c) In connection with any Change of Control Offer, Alternate Offer or other tender offer to purchase all of the Notes, if Holders of not less than 90.00% of the aggregate principal amount of the then outstanding Notes validly tender and do not validly withdraw such Notes in such Change of Control Offer, Alternate Offer or other tender offer and the Company purchases, or any third party making such Change of Control Offer, Alternate Offer or other tender offer in lieu of the Company purchases, all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party will have the right upon not less than 10 days’ nor more than 60 days’ notice, given not more than 60 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a price equal to the price offered to each other Holder in such Change of Control Offer or other tender offer, plus, to the extent not included in the Change of Control Offer or other tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Redemption Date (subject to the right of the Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date). (d) Except pursuant to clause (a), (b) or (c) of Section 3.07 of the Indenture, the Notes will not be redeemable at the Company’s option prior to May 1, 2023. (e) On and after May 1, 2023, the Company may, at its option and on one or more occasions, redeem all or a part of the Notes, in whole or in part, upon notice in accordance with Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amountamount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon on the Notes redeemedinterest, to (if any, to, but excluding) , the applicable redemption date (Redemption Date, subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period commencing on October 15 of the years periods indicated below: Period Percentage May 1, 2023 to April 30, 2024 102.25 103.625 % May 1, 2024 to April 30, 2025 101.50 101.813 % 2026 100.75 % 2027 May 1, 2025 and thereafter 100.00 100.000 % (2f) At any time prior Any redemption pursuant to October 15, 2022, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes issued under the Indenture, in accordance with Section 3.03 of the Indenture, at a redemption price (expressed as a percentage of principal amount) equal to 104.50% of the principal amount thereof, plus accrued and unpaid interest thereon to (but excluding) the redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date) with the net cash proceeds of one or more Equity Offerings; provided, however, that (i) at least 60% of the aggregate principal amount of the Notes issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remain outstanding immediately following such redemption and (ii) any such redemption occurs within 90 days of the date of the closing of any such Equity Offering. (3) If the Company becomes obligated to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date, the Company may, at any time, redeem all, but not part, of the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to (but excluding) the redemption date, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes may, to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 3.07 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture. (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, at a redemption price equal to the greater of (a) the Canada Yield Price and (b) 100% of the aggregate principal amount of Notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to (but excluding) the redemption date. (5) Any prepayment pursuant to this Section 5 shall be made in accordance with the provisions of pursuant to Sections 3.01 through 3.06 of the Indenture.

Appears in 1 contract

Sources: Indenture (Crescent Energy Co)

Optional Redemption. (1a) Except as set forth in clauses (2) to (4) of this Section 5, the Notes shall not be redeemable at the option of the Company At any time prior to October June 15, 2024. Beginning on October 15, 20242015, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 108.875% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Special Interest, if any, to the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of an Equity Offering by the Company; provided that: (1) at least 65% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to June 15, 2016, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at once or over time, in accordance with Section 3.03 a redemption price equal to 100% of the Indentureprincipal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Special Interest, if any, to the date of redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to June 15, 2016. (d) On or after June 15, 2016, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon and Special Interest, if any, on the Notes redeemed, to (but excluding) the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date)redemption, if redeemed during the twelve-month period commencing beginning on October June 15 of the years indicated below: 2024 102.25 % 2025 101.50 % 2026 100.75 % 2027 and thereafter 100.00 % (2) At any time prior to October 15, 2022, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes issued under the Indenture, in accordance with Section 3.03 of the Indenture, at a redemption price (expressed as a percentage of principal amount) equal to 104.50% of the principal amount thereof, plus accrued and unpaid interest thereon to (but excluding) the redemption date (subject to the right rights of Holders of record Notes on the relevant Regular Record Date record date to receive interest due on the relevant Interest Payment Date) with interest payment date: 2016 104.438 % 2017 102.219 % 2018 and thereafter 100.000 % Unless the net cash proceeds of one or more Equity Offerings; provided, however, that (i) at least 60% Company defaults in the payment of the aggregate principal amount of redemption price, interest will cease to accrue on the Notes issued under this Indenture (excluding Notes held by or portions thereof called for redemption on the Company and its Subsidiaries) remain outstanding immediately following such redemption and (ii) any such redemption occurs within 90 days of the date of the closing of any such Equity Offering. (3) If the Company becomes obligated to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date, the Company may, at any time, redeem all, but not part, of the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to (but excluding) the redemption date, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes may, to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture. (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, at a redemption price equal to the greater of (a) the Canada Yield Price and (b) 100% of the aggregate principal amount of Notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to (but excluding) the applicable redemption date. (5e) Any prepayment redemption pursuant to this Section 5 3.07 shall be made in accordance with pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturehereof.

Appears in 1 contract

Sources: Indenture (Isle of Capri Casinos Inc)

Optional Redemption. (1a) Except as set forth in clauses pursuant to Section 3.07(b), (2c), or (d), Section 3.08 or Section 4.14(e) to (4) of this Section 5hereof, the Notes shall will not be redeemable at the option of the Company prior to October 15, 2024. Beginning on October 15, 2024, the Company may redeem all or a part of the Notes, at once or over time, in accordance with Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon on the Notes redeemed, to (but excluding) the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period commencing on October 15 of the years indicated below: 2024 102.25 % 2025 101.50 % 2026 100.75 % 2027 and thereafter 100.00 %Company’s option. (2b) At any time prior to October July 15, 2022, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes issued under the Indenture, in accordance with Section 3.03 of the Indenture, hereunder at a redemption price (expressed as a percentage of principal amount) equal to 104.50105.625% of the principal amount thereofof the Notes redeemed, plus accrued and unpaid interest thereon to (interest, if any, to, but excluding) not including, the date of redemption date (subject to the right rights of Holders of record Notes on the relevant Regular Record Date record date to receive interest due on the relevant Interest Payment Date) interest payment date), with an amount of cash not greater than the net cash proceeds of one or more Equity Offerings; provided, however, that provided that: (i1) at least 60% of the aggregate principal amount of the Notes (including Additional Notes, if any) originally issued under this Indenture hereunder (excluding Notes held by the Company and its Subsidiaries) remain remains outstanding immediately following after the occurrence of such redemption and redemption; and (ii2) any such the redemption occurs within 90 180 days of the date of the closing of any such Equity Offering. (3c) If the Company becomes obligated At any time prior to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing AuthorityJuly 15, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date2022, the Company maymay on any one or more occasions redeem all or a part of the Notes, upon not less than 15 nor more than 60 days’ notice, at any time, redeem all, but not part, of the Notes at a redemption price equal to 100% of the principal amount thereofof the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the date of redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. (d) On or after July 15, 2022, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but not including, the date of redemption, if redeemed during the twelve-month period beginning on July 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest to due on the relevant interest payment date: Year Percentage 2022 102.813 % 2023 101.406 % 2024 and thereafter 100.000 % (but excludinge) Unless the Company defaults in the payment of the redemption dateprice, provided that at any time that or the aggregate principal amount redemption is subject to satisfaction of one or more conditions precedent and such conditions precedent are not satisfied, the Notes outstanding is greater than $20.0 million, any Holder of will become due and payable and interest will cease to accrue on the Notes may, to or portions thereof called for redemption on the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture. (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, at a redemption price equal to the greater of (a) the Canada Yield Price and (b) 100% of the aggregate principal amount of Notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to (but excluding) the applicable redemption date. (5f) Any prepayment redemption pursuant to this Section 5 3.07 or Section 4.14(e) shall be made in accordance with pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturehereof.

Appears in 1 contract

Sources: Indenture (Rattler Midstream Lp)

Optional Redemption. (1) Except as set forth in clauses (2) to (4) of this Section 5, the Notes shall not be redeemable at the option of the Company prior to October 15, 2024. Beginning on October 15, 2024, the Company may redeem all or a part of the Notes, at once or over time, in accordance with Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon on the Notes redeemed, to (but excluding) the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period commencing on October 15 of the years indicated below: 2024 102.25 % 2025 101.50 % 2026 100.75 % 2027 and thereafter 100.00 % (2a) At any time prior to October May 15, 2022, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes issued under the Indenture, in accordance with Section 3.03 of the Indenture, at a redemption price (expressed as a percentage of principal amount) equal to 104.50% of the principal amount thereof, plus accrued and unpaid interest thereon to (but excluding) the redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date) with the net cash proceeds of one or more Equity Offerings; provided, however, that (i) at least 60% of the aggregate principal amount of the Notes issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remain outstanding immediately following such redemption and (ii) any such redemption occurs within 90 days of the date of the closing of any such Equity Offering. (3) If the Company becomes obligated to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date, the Company may, at any time, redeem all, but not part, of the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to (but excluding) the redemption date, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes may, to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture. (4) Prior to October 15, 20242026, the Company may redeem the Notes, in whole or in part, in accordance with upon notice as described under Section 3.03 of the Indenture3.03, at a redemption price equal to 100% of the greater principal amount of (a) the Canada Yield Price Notes 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 on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) 100On and after May 15, 2026, the Company may redeem the Notes, in whole or in part, upon notice as described under Section 3.03, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon, if any, to, but excluding the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: 2026 102.188 % 2027 101.094 % 2028 100.547 % 2029 and thereafter 100.000 % (c) In addition, at any time prior to May 15, 2024, the Company may, at its option, upon notice as described under Section 3.03, on one or more occasions, redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture at a redemption price equal to 104.375% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but excluding the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the aggregate principal amount of the Notes to be redeemedredeemed not to exceed an amount equal to the aggregate net cash proceeds of one or more Equity Offerings to the extent such net cash proceeds are received by or contributed to the Company; provided that (a) at least 50% of the aggregate principal amount of Notes originally issued under this Indenture on the Issue Date and any Additional Notes issued under this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption and (b) that each such redemption occurs within 180 days of the date of closing of each such Equity Offering. (d) Notwithstanding the foregoing, in connection with any Change of Control Offer, any Asset Sale Offer or other 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 Change of Control Offer, Asset Sale Offer or other tender offer and the Company, or any third party making such Change of Control Offer, Asset Sale Offer or other tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall 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 Notes that remain outstanding following such purchase at a price equal to the price offered to each other Holder in such Change of Control Offer, Asset Sale Offer or other tender offer plus, to the extent not included in each casethe Change of Control Offer, Asset Sale Offer or other tender offer payment, accrued and unpaid interest thereon to (interest, if any, thereon, to, but excluding) , the redemption Redemption Date or purchase date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date falling on or prior to the applicable Redemption Date or purchase date. (5e) Notice of any redemption, whether in connection with an Equity Offering, Change of Control, Asset Sale or other transaction or event or otherwise, may, at the Company’s discretion, be given prior to the completion or occurrence thereof and be subject to one or more conditions precedent, including, but not limited to, completion or occurrence of the related Equity Offering, Change of Control, Asset Sale or other transaction or event, as the case may be. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the Redemption Date may be delayed until such time (which may be more than 60 days after the date the notice of redemption was mailed or delivered, including by electronic transmission) as any or all such conditions shall be satisfied (or waived by the Company in its sole discretion), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived, in the Company’s sole discretion) by the Redemption Date, or by the Redemption Date so delayed, or that such notice may be rescinded at any time in the Company’s discretion if the Company determines that any or all of such conditions will not be satisfied. In addition, the Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person. (f) Any prepayment redemption pursuant to this Section 5 3.07 shall be made in accordance with pursuant to the provisions of Sections 3.01 through 3.06 of 3.06. (g) The Company and its Affiliates may at any time and from time to time purchase Notes in the Indentureopen market or otherwise.

Appears in 1 contract

Sources: Indenture (LPL Financial Holdings Inc.)

Optional Redemption. (1) Except as set forth in clauses (2) to (4) of this Section 5below, the Notes Company shall not be redeemable at entitled to redeem the option of the Company prior to October Notes. On or after November 15, 2024. Beginning on October 15, 20242027, the Company may on any one or more occasions redeem all or a part of the Notes, at once or over time, in accordance with Section 3.03 of the Indenture, Notes at the redemption prices Redemption Prices (expressed as percentages of principal amountamount of the Notes redeemed) set forth below, plus accrued and unpaid interest thereon interest, if any, on the Notes redeemedto be redeemed to, to (but excluding) , the applicable redemption date Redemption Date (subject to the right rights of Holders of record of Notes on the relevant Regular Record Date record date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period commencing beginning on October November 15 of the years indicated below: 2024 102.25 2027 103.500% 2025 101.50 2028 101.750% 2026 100.75 % 2027 2029 and thereafter 100.00 % (2) 100.000% At any time prior to October November 15, 20222027, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes issued under the Indenture, in accordance with Section 3.03 of the Indenture, at a redemption price (expressed as a percentage Redemption Price of principal amount) equal to 104.50107.000% of the principal amount thereofamount, plus accrued and unpaid interest thereon to (interest, if any, to, but excluding) , the redemption date Redemption Date (subject to the right rights of Holders of record of Notes on the relevant Regular Record Date record date to receive interest due on the relevant Interest Payment Date) ), with an amount equal to all or a portion of the net cash proceeds of one or more Equity Offerings; provided, however, provided that (i1) at least 60% of the aggregate principal amount of the Notes issued under this the Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries) remain outstanding immediately following such redemption ); and (ii2) any such the redemption occurs within 90 120 days of the date of the closing of any each such Equity Offering. (3) If the Company becomes obligated . At any time prior to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing AuthorityNovember 15, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date2027, the Company may, at any time, may on one or more occasions redeem all, but not part, all or a part of the Notes at a price Redemption Price equal to 100% of the principal amount thereofof the Notes redeemed plus the Applicable Premium as of, plus and accrued and unpaid interest to (to, but excluding) , the redemption dateRedemption Date, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes may, subject to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions rights of Section 4.20 Holders of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture. (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, at a redemption price equal to the greater of (a) the Canada Yield Price and (b) 100% of the aggregate principal amount record of Notes on the relevant record date to be redeemed, plus, in each case, accrued and unpaid receive interest thereon to (but excluding) due on the redemption daterelevant Interest Payment Date. (5) Any prepayment pursuant to this Section 5 shall be made in accordance with the provisions of Sections 3.01 through 3.06 of the Indenture.

Appears in 1 contract

Sources: Fifth Supplemental Indenture (LGI Homes, Inc.)

Optional Redemption. (1a) Except as set forth in clauses (2) to (4) of this Section 5On or after July 15, 2025, the Notes Issuers shall not be redeemable at have the option of the Company prior on any one or more occasions to October 15, 2024. Beginning on October 15, 2024, the Company may redeem all or a part of the Notes, in whole or in part at once or over any time, in accordance with Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon on the Notes redeemedinterest, if any, to (but excluding) the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant an Interest Payment DateDate that is on or prior to the redemption date), if redeemed during the twelve-month period commencing beginning on October July 15 of the years indicated below: 2024 102.25 % YEAR PERCENTAGE 2025 101.50 104.875 % 2026 100.75 102.438 % 2027 and thereafter 100.00 100.000 % (2b) At Notwithstanding the provisions of clause (a) of this Section 3.07, at any time prior to October July 15, 20222025, the Company Issuers may on any one or more occasions redeem up to 4035% of the aggregate principal amount of the Notes issued under the Indenture, in accordance with Section 3.03 of the Indenture, this Indenture at a redemption price (expressed as a percentage of principal amount) equal to 104.50109.750% of the principal amount thereof, plus accrued and unpaid interest thereon interest, if any, to (but excluding) the redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant an Interest Payment Date) with Date that is on or prior to the redemption date), in an amount not greater than the net cash proceeds of one or more Equity Offerings; provided, however, that provided that: (i1) at least 60% of the aggregate principal amount of the Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (excluding any Notes held by the Company and its Subsidiaries); and (2) remain outstanding immediately following such redemption and (ii) any each such redemption occurs within 90 180 days of the date of the closing of any each such Equity Offering. (3c) If the Company becomes obligated Prior to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing AuthorityJuly 15, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date2025, the Company may, at Issuers may on any time, one or more occasions redeem all, but not part, all or part of the Notes at a redemption price equal to the sum of: (1) 100% of the principal amount thereof, plus plus (2) accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to (but excluding) the redemption date), provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes may, to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture.plus (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, at a redemption price equal to the greater of (a3) the Canada Yield Price and (b) 100% of the aggregate principal amount of Notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to (but excluding) Make Whole Premium at the redemption date. (5d) The Notes may also be redeemed, as a whole, following certain Change of Control Offers or Alternate Offers, at the redemption prices and subject to the conditions set forth in Section 4.15. (e) Any prepayment redemption pursuant to this Section 5 3.07 shall be made in accordance with pursuant to the provisions of Sections Section 3.01 through Section 3.06 of the Indenturehereof.

Appears in 1 contract

Sources: Indenture (Calumet, Inc. /DE)

Optional Redemption. (a) At any time prior to November 15, 2018, the Company may, at its option, on one or more occasions, redeem up to 40% of the original aggregate principal amount of Notes issued under this Indenture, including any Additional Notes, at a redemption price equal to 105.250% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company from one or more Equity Offerings; provided that: (1) Except as set forth in clauses at least 50% of the sum of the aggregate principal amount of Notes originally issued under this Indenture on the Issue Date and any Additional Notes issued under this Indenture after the Issue Date (other than Notes or Additional Notes held by the Company or any of its Affiliates) remains outstanding immediately after the occurrence of each such redemption and (2) to (4) of this Section 5, the Notes shall not be redeemable at the option each such redemption occurs within 120 days of the Company date of closing of each such Equity Offering. (b) At any time prior to October November 15, 2024. Beginning on October 15, 20242018, the Company may redeem all or a part of the Notes, upon notice as described under Section 3.02, at once or over time, in accordance with Section 3.03 a redemption price equal to 100% of the Indenture, at principal amount of the redemption prices (expressed Notes redeemed plus the Applicable Premium as percentages of principal amount) set forth belowof, plus accrued and unpaid interest thereon on the Notes redeemedinterest, if any, to (but excluding) the applicable redemption date (the “Redemption Date”), subject to the right of Holders of record on the relevant Regular Record Date record date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period commencing on October 15 of the years indicated below: 2024 102.25 % 2025 101.50 % 2026 100.75 % 2027 and thereafter 100.00 %interest payment date (2c) At any time and from time to time on or prior to October November 15, 20222018, but not more than once in any twelve-month period, the Company may on any one or more occasions redeem redeem, in the aggregate, up to 4010% of the original aggregate principal amount of the Notes issued under the Indenture, in accordance with Section 3.03 of the Indentureincluding any Additional Notes, upon not less than 30 nor more than 60 days’ prior notice, at a redemption price (expressed as a percentage of principal amount) equal to 104.50% of the principal amount thereof, plus accrued and unpaid interest thereon to (but excluding) the redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date) with the net cash proceeds of one or more Equity Offerings; provided, however, that (i) at least 60% of the aggregate principal amount of the Notes issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remain outstanding immediately following such redemption and (ii) any such redemption occurs within 90 days of the date of the closing of any such Equity Offering. (3) If the Company becomes obligated to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date, the Company may, at any time, redeem all, but not part, of the Notes at a price equal to 100103% of the principal amount thereof, plus accrued and unpaid interest to the applicable redemption date (but excluding) subject to the redemption date, provided that at any time that the aggregate principal amount rights of holders of the Notes outstanding is greater than $20.0 millionon the relevant record date to receive interest due on the relevant interest payment date). (d) Except pursuant to the preceding paragraphs (a) through (c), any Holder of the Notes may, to the extent that it does will not adversely affect be redeemable at the Company’s after-tax positionoption prior to November 15, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture2018. (4e) Prior to October On or after November 15, 20242018, the Company may redeem the Notes, in whole or in part, in accordance with upon notice as described under Section 3.03 3.02 at the redemption prices (expressed as percentages of the Indenture, at a redemption price equal to the greater of (a) the Canada Yield Price and (b) 100% of the aggregate principal amount of the Notes to be redeemed) set forth below, plus, in each case, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant record date to receive interest thereon to (but excluding) due on the redemption relevant interest payment date., if redeemed during the twelve-month period beginning on November 15 of each of the years indicated below: Year Percentage 2018 103.938 % 2019 102.625 % 2020 101.313 % 2021 and thereafter 100.000 % (5f) Any prepayment redemption pursuant to this Section 5 3.07 shall be made in accordance with pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturehereof.

Appears in 1 contract

Sources: Indenture (Sabre Corp)

Optional Redemption. (a) At any time prior to June 1, 2016, the Company may, at its option, redeem up to 35% of the aggregate principal amount of Notes (including any Additional Notes) issued under this Indenture, at one time or from time to time, at a redemption price equal to 105.375% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, thereon to the applicable redemption date (subject to the rights of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), in an amount not greater than the net cash proceeds received by the Company from one or more Equity Offerings; provided that: (1) Except as set forth in clauses at least 65% of the aggregate principal amount of Notes (including any Additional Notes) issued under this Indenture (excluding any Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 120 days after the date of the closing of such Equity Offering. (b) At any time prior to (4) of this Section 5June 1, 2016, the Notes shall not be redeemable Company may, at its option, redeem the option Notes, in whole or in part, at one time or from time to time, at a redemption price equal to 100% of the Company principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, if any, to, the applicable redemption date, subject to the rights of Holders of record on the relevant record date to receive interest due on the relevant interest payment date. (c) At any time prior to October 15June 1, 2024. Beginning on October 152016, 2024not more than once in any 12-month period, the Company may redeem all up to $75.0 million in principal amount of the Notes at a redemption price equal to 103% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date, subject to the rights of Holders of record on the relevant record date to receive interest due on the relevant interest payment date. (d) On or a part of after June 1, 2016, the Company may, at its option, redeem the Notes, in whole or in part, at once one time or over from time to time, in accordance with Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon and Additional Amounts, if any, on the Notes redeemed, to (but excluding) the applicable redemption date (date, subject to the right rights of Holders of record on the relevant Regular Record Date record date to receive interest due on the relevant Interest Payment Date)interest payment date, if redeemed during the twelve-month period commencing beginning on October 15 June 1 of the years indicated below: 2024 102.25 YEAR PERCENTAGE 2016 104.031 % 2025 101.50 2017 102.688 % 2026 100.75 2018 101.344 % 2027 2019 and thereafter 100.00 100.000 % (2e) At The Company may redeem the Notes, at its option, at any time prior to October 15, 2022, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes issued under the Indenture, in accordance with Section 3.03 of the Indenturewhole but not in part, at a redemption price (expressed as a percentage of principal amount) equal to 104.50100% of the outstanding principal amount thereofof Notes, plus accrued and unpaid interest thereon (if any) to (but excluding) the applicable redemption date, plus all Additional Amounts, if any, then due and which will become due as a result of the redemption date or otherwise (subject to the right rights of Holders of record on the relevant Regular Record Date record date to receive interest due on the relevant Interest Payment Date) interest payment date), in the event that the Company determines in good faith that the Company or any Guarantor has become or would become obligated to pay, on the next date on which any amount would be payable with the net cash proceeds of one or more Equity Offerings; provided, however, that (i) at least 60% of the aggregate principal amount of respect to the Notes issued under this Indenture (excluding Notes held or the Subsidiary Guarantees, Additional Amounts, and such obligation cannot be avoided by taking reasonable measures available to the Company and its Subsidiaries) remain outstanding immediately following such redemption and or the relevant Guarantor, as applicable (ii) any such redemption occurs within 90 days of the date of the closing of any such Equity Offering.including making payment through a Paying Agent located in another jurisdiction), as a result of: (31) If the Company becomes obligated to pay any Additional Amounts because of a change in or an amendment to the laws or treaties (including any regulations or rulings promulgated thereunder) of Canada any Specified Tax Jurisdiction affecting taxation, which change or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that amendment is publicly announced or becomes effective on or after the Issue Date; or (2) any change in or amendment to any official position of a taxing authority in any Specified Tax Jurisdiction regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after the Issue Date; provided, however, that in the case of Additional Amounts required to be paid as a result of the Company or relevant Guarantor conducting business other than in the place of its incorporation or organization, such amendment or change must be announced or become effective on or after the date in which it begins to conduct business giving rise to the relevant withholding or deduction. Notwithstanding the foregoing, no such notice of redemption may be given earlier than 60 days prior to the earliest date on which the Company or the relevant Guarantor, as applicable, would be obligated to pay Additional Amounts if a payment in respect of the Notes or the Subsidiary Guarantees were then due, and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Before the Company mails or delivers notice of redemption of the Notes as described above, the Company may, at any time, redeem all, but not part, will deliver to the Trustee and Paying Agent (a) an Officers’ Certificate stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Notes at Company to so redeem have occurred and (b) an opinion of independent legal counsel of recognized standing that the Company or any Guarantor has or will become obligated to pay Additional Amounts as a price equal to 100% result of the principal amount thereof, plus accrued and unpaid interest circumstances referred to in clause (but excluding1) the redemption date, provided that at any time that the aggregate principal amount or (2) of the Notes outstanding is greater than $20.0 million, any Holder preceding paragraph. The Trustee and Paying Agent will be entitled to conclusively rely upon the Officers’ Certificate and opinion of counsel as sufficient evidence of the Notes maysatisfaction of the conditions precedent described above, in which case they will be conclusive and binding on the holders. For the avoidance of doubt, the implementation of European Council Directive 2003/48/EC or any other directive implementing the conclusions of the ECOFIN Council meeting of 26 and 27 November 2000 on the taxation of savings income or any law implementing or complying with or introduced in order to the extent that it does conform to, such directive will not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with be a change or amendment for such purposes. (f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture. (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, at a redemption price equal to the greater of (a) the Canada Yield Price and (b) 100% of the aggregate principal amount of Notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to (but excluding) the redemption date. (5) Any prepayment pursuant to this Section 5 shall be made in accordance with the provisions of Sections 3.01 through 3.06 of the IndentureSection 3.05.

Appears in 1 contract

Sources: Indenture (Pacific Drilling S.A.)

Optional Redemption. (1) Except as set forth in clauses (2) to (4) of this Section 5, the Notes shall not be redeemable at the option of the Company prior to October 15, 2024. Beginning on October 15, 2024, the The Company may redeem all or a part of the Notes, at once or over its option, in whole at any time, or in accordance with Section 3.03 of the Indenturepart from time to time, on or after April 15, 2024 upon not less than 15 nor more than 60 days’ notice, at the following redemption prices (expressed as percentages of the principal amount) if redeemed during the twelve-month period commencing on April 15 of the year set forth below, plus, in each case, accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date): 2024 102.563 % 2025 101.281 % 2026 and thereafter 100.000 % In addition, at any time, or from time to time, on or prior to April 15, 2024 the Company may, at its option, use all or any portion of the net cash proceeds of one or more Equity Offerings to redeem up to 40.0% of the aggregate principal amount of the Notes issued at a redemption price equal to 105.125% of the principal amount thereof plus accrued and unpaid interest thereon on the Notes redeemedinterest, if any, to (but excluding) the applicable redemption date Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period commencing on October 15 of the years indicated below: 2024 102.25 % 2025 101.50 % 2026 100.75 % 2027 and thereafter 100.00 % (2) At any time prior to October 15, 2022, the Company may on any one or more occasions redeem up to 40; provided that at least 60.0% of the aggregate principal amount of Notes issued remains outstanding immediately after any such redemption. In order to effect the foregoing redemption with the proceeds of any Equity Offering, the Company shall make such redemption not more than 180 days after the consummation of any such Equity Offering. At any time, or from time to time, prior to April 15, 2024, the Notes issued under may also be redeemed in whole or in part, at the Indenture, in accordance with Section 3.03 of the IndentureCompany’s option, at a redemption price (expressed as a percentage of principal amount) equal to 104.50100.0% of the principal amount thereofthereof plus the Applicable Premium as of, plus and accrued and but unpaid interest thereon to (interest, if any, to, but excluding) not including, the redemption date Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date falling prior to or on the Redemption Date) ). Notwithstanding the foregoing, in connection with the net cash proceeds of one any tender for or more Equity Offerings; provided, however, that (i) at least 60% other offer to purchase all of the Outstanding Notes, if Holders of not less than 90.0% in aggregate principal amount of the Outstanding Notes issued under this Indenture (excluding validly tender and do not withdraw such Notes held by in such tender or other offer and the Company and its Subsidiaries) remain outstanding immediately following Company, or any other Person making such redemption and (ii) any such redemption occurs within 90 days a tender or other offer in lieu of the date Company, purchases all of the closing Notes validly tendered and not withdrawn by such Holders, all of any the Holders of the Notes will be deemed to have consented to such Equity Offering. (3) If the Company becomes obligated to pay any Additional Amounts because of a change in the laws tender or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Dateother offer and accordingly, the Company mayor such third party will have the right upon not less than 10 nor more than 60 days’ prior notice, at any timegiven not more than 30 days following such purchase date, to redeem all, all (but not part, less than all) of the Notes that remain outstanding following such purchase at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest price offered to (but excluding) the redemption date, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any each other Holder of the Notes mayin such tender offer plus, to the extent that it does not adversely affect included in the tender or other offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date falling prior to or on the Redemption Date). Any redemption of Notes may be made upon notice sent electronically or, at the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect mailed by first-class mail to such each Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture. (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, registered address in accordance with Section 3.03 1005, and, if applicable, the Company should notify the Trustee of such Redemption Date, and the Indenture, at a redemption price equal to the greater of (a) the Canada Yield Price and (b) 100% of the aggregate principal amount of Notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to (but excluding) the redemption date. (5) Any prepayment pursuant to this Section 5 shall be made redeemed in accordance with the provisions of Sections 3.01 through 3.06 Section 1003. The Company may provide in any redemption notice that payment of the Indentureredemption price and the performance of the Company’s obligations with respect to such redemption may be performed by another Person. Any redemption of Notes (including in connection with an Equity Offering) or notice thereof may, at the Company’s discretion, be subject to the satisfaction (or, waiver by the Company in its sole discretion) of one or more conditions precedent, which may include consummation of any related Equity Offering or other corporate transaction. If such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice may state that, in the Company’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Company in its sole discretion), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been (or, in the Company’s sole determination, may not be) satisfied (or waived by the Company in its sole discretion) by the Redemption Date, or by the Redemption Date so delayed.

Appears in 1 contract

Sources: Indenture (Tenneco Inc)

Optional Redemption. (1a) Except as set forth in described below under clauses (25(b), 5(c), 5(d) to (4) of this Section 5and 5(e), the Notes shall Issuers may not be redeemable at redeem the option of the Company Notes. (b) At any time prior to October June 15, 2024. Beginning on October 15, 20242018, the Company may Issuers may, at their option and on one or more occasions, redeem all or a part of the Notes, at once or over time, in accordance with Section 3.03 a redemption price equal to 100% of the Indentureprincipal amount of Notes redeemed plus the Applicable Premium as of, at the redemption prices (expressed as percentages of principal amount) set forth below, plus and accrued and unpaid interest thereon on to the Notes redeemeddate of redemption (a “Redemption Date”), to (but excluding) the applicable redemption date (subject to the right rights of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period commencing on October 15 of the years indicated below: 2024 102.25 % 2025 101.50 % 2026 100.75 % 2027 and thereafter 100.00 %. (2c) At any time prior to October On and after June 15, 20222018, the Company may Issuers may, at their option and on any one or more occasions occasions, redeem up to 40% the Notes, in whole or in part, at the redemption prices (expressed as percentages of the aggregate principal amount of the Notes issued under the Indenture, in accordance with Section 3.03 of the Indenture, at a redemption price (expressed as a percentage of principal amountto be redeemed) equal to 104.50% of the principal amount thereofset forth below, plus accrued and unpaid interest thereon to (but excluding) the redemption date (applicable Redemption Date, subject to the right of Holders of record record, on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve–month period beginning on June 15 of each of the years indicated below: 2018 104.063 % 2019 102.031 % 2020 and thereafter 100.000 % (d) with In addition, (i) until June 15, 2019, the net cash proceeds of Issuers may, at their option and on one or more Equity Offerings; providedoccasions, however, that (i) at least 60% of redeem in the aggregate principal amount of the Notes issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remain outstanding immediately following such redemption and (ii) any such redemption occurs within 90 days of the date of the closing of any such Equity Offering. (3) If the Company becomes obligated up to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date, the Company may, at any time, redeem all, but not part, of the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to (but excluding) the redemption date, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes may, to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture. (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, at a redemption price equal to the greater of (a) the Canada Yield Price and (b) 100% of the aggregate principal amount of Notes issued by them at a redemption price equal to be redeemed103.0% of the aggregate principal amount thereof, pluswith an amount not to exceed the net cash proceeds received by it from one or more Equity Offerings or a contribution to the Company’s common equity capital made with an amount not to exceed the net cash proceeds of an Equity Offering, in each case, plus accrued and unpaid interest thereon to but excluding the applicable Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date and/or (ii) until June 15, 2018, the Issuers may, at their option and on one or more occasions, redeem in the aggregate up to 35% of the aggregate principal amount of Notes issued by them at a redemption price equal to 108.125% of the aggregate principal amount thereof, with an amount not to exceed the net cash proceeds received by it from one or more Equity Offerings or a contribution to the Company’s common equity capital made with an amount not to exceed the net cash proceeds of an Equity Offering, plus accrued and unpaid interest thereon to but excludingexcluding the applicable Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date; provided, however, that, in the case of each of clause (i) and (ii) above, at least 50% of the aggregate principal amount of Notes originally issued under this Indenture and any Additional Notes issued under this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further, however, that each such redemption dateoccurs within 180 days of the date of closing of each such Equity Offering. The Issuers may not use the same net proceeds as the basis for both a redemption under clause (i) above and a redemption under clause (ii) above, though, for the avoidance of doubt, the Issuers can allocate proceeds from the same Equity Offering to consummate redemptions under clauses (i) and (ii) above. (5e) Notwithstanding the foregoing, in connection with any tender offer for the Notes (including any 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 Issuers, or any third party making such tender offer in lieu of the Issuers, purchase all of the Notes validly tendered and not withdrawn by such Holders, the Issuers or such third party will have the right upon not less than 15 nor more than 60 days’ prior notice, given not more than 30 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a price equal to the price offered to each other 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 applicable Redemption Date. (f) Notice of any redemption, whether in connection with an Equity Offering, a financing, any other transaction or otherwise, may be given prior to the completion thereof, and any such redemption or notice may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering, financing or other transaction. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuers’ discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Redemption Date, or by the Redemption Date so delayed. In addition, the Issuers may provide in such notice that payment of the redemption price and performance of the Issuers’ obligations with respect to such redemption may be performed by another Person. The Issuers, the Investors and their respective Affiliates may acquire the Notes by means other than a redemption, whether by tender offer, open market purchases, negotiated transactions or otherwise. (g) Any prepayment redemption pursuant to this Section paragraph 5 shall be made in accordance with pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Appears in 1 contract

Sources: Indenture (DJO Finance LLC)

Optional Redemption. (1) Except as set forth in clauses (2) to (4) of this Section 5, the Notes shall not be redeemable at the option of the Company prior to October 15, 2024. Beginning on October 15, 2024, the Company may redeem all or a part of the Notes, at once or over time, in accordance with Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon on the Notes redeemed, to (but excluding) the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period commencing on October 15 of the years indicated below: 2024 102.25 % 2025 101.50 % 2026 100.75 % 2027 and thereafter 100.00 % (2a) At any time prior to October March 15, 20222020, the Company Issuers may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes issued under the Indenture, in accordance upon not less than 30 nor more than 60 days’ notice to the Holders (with Section 3.03 of a copy to the IndentureTrustee), at a redemption price (expressed as a percentage of principal amount) equal to 104.50105.375% of the principal amount thereofof the Notes redeemed, plus accrued and unpaid interest thereon and Additional Interest, if any, to (but excluding) the date of redemption date (subject to the right rights of Holders of the Notes on any relevant record on date occurring prior to the relevant Regular Record Date applicable redemption date to receive interest due on the relevant Interest Payment Date) ), with an amount of cash equal to the net cash proceeds of one or more an Equity OfferingsOffering; provided, however, that provided that: (i) at least 6055% of the aggregate principal amount of the Notes (including Additional Notes) issued under this the Indenture (excluding Notes held by the Company and its Subsidiaries) remain remains outstanding immediately following after the occurrence of such redemption and redemption; and (ii) any such the redemption occurs within 90 days of the date of the closing of any such Equity Offering. (3b) If At any time prior to March 15, 2022, the Company becomes obligated to pay Issuers may on any Additional Amounts because of a change in the laws one or regulations of Canada or any Canadian Taxing Authority, more occasions redeem all or a change in any official position regarding part of the application or interpretation thereofNotes, in either case that is publicly announced or becomes effective on or after upon not less than 30 nor more than 60 days’ notice to the Issue Date, Holders (with a copy to the Company mayTrustee), at any time, redeem all, but not part, of the Notes at a redemption price equal to 100% of the principal amount thereofof the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to the date of redemption (subject to the rights of Holders on any relevant record date occurring prior to the applicable redemption date to receive interest due on the relevant Interest Payment Date). (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Issuers’ option prior to March 15, 2022. (d) On or after March 15, 2022, the Issuers may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice to the Holders (with a copy to the Trustee), at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Interest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on March 15 of the years indicated below (but excluding) subject to the rights of Holders on any relevant record date occurring prior to the applicable redemption datedate to receive interest on the relevant Interest Payment Date): 2022 102.688 % 2023 101.792 % 2024 100.896 % 2025 and thereafter 100.000 % Notwithstanding the foregoing, provided that at in connection with any time that tender offer for the Notes (including in connection with a Change of Control Trigger Event or pursuant to an Offer to Purchase under Section 4.10 of the Indenture), if Holders of not less than 90% in aggregate principal amount of the outstanding Notes outstanding is greater than $20.0 millionvalidly tender and do not withdraw such Notes in such tender offer and the Company, or any Holder third party making such tender offer in lieu of the Company, purchases all of the Notes mayvalidly tendered and not withdrawn by such Holders, the Company or such third party shall 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 Company) or purchase (with respect to a third party) all such Notes that remain outstanding following such purchase at a price equal to the price paid to each other Holder in such tender offer plus, to the extent that it does not adversely affect included in the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture. (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, at a redemption price equal to the greater of (a) the Canada Yield Price and (b) 100% of the aggregate principal amount of Notes to be redeemed, plus, in each casetender offer payment, accrued and unpaid interest thereon thereon, if any, to (but excluding) the date of redemption or purchase, as the case may be, subject to the right of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date falling on or prior to the date of redemption or purchase date, as the case may be. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (5) . Any prepayment pursuant to this Section 5 shall be made in accordance with the provisions of Sections 3.01 through 3.06 optional redemption or purchase of the IndentureNotes may be subject to one or more conditions precedent, at the Company’s option.

Appears in 1 contract

Sources: Indenture (CyrusOne Inc.)

Optional Redemption. (1a) Except as set forth in clauses (2) to (4) of this Section 5, the Notes shall not be redeemable at the option of the Company At any time prior to October February 15, 2024. Beginning on October 15, 20242023, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 104.500% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to but excluding the date of redemption (subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date), with the proceeds of one or more Equity Offerings; provided that: (1) at least 65% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to February 15, 2023, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at once or over a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (c) The Company may redeem up to 10% of the aggregate principal amount of Notes issued under this Indenture during each 12-month period following February 15, 2020, that occurs prior to February 15, 2023, at a redemption price of 103% of the principal amount of Notes redeemed, plus accrued and unpaid interest, if any, to but excluding the redemption date (subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date). (d) At any time, in accordance connection with Section 3.03 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 Indentureoutstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company may, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase date, redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price paid to each other 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 excluding, the date of such redemption (subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date). (e) Except pursuant to the preceding paragraphs (a), (b), (c) and (d) of this Section 3.07, the Notes will not be redeemable at the Company’s option prior to February 15, 2023. The Company is not prohibited, however, from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise. (f) On or after February 15, 2023, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon interest, if any, on the Notes redeemed, to (but excluding) excluding the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date)redemption, if redeemed during the twelve-month period commencing beginning on October February 15 of the years indicated below: 2024 102.25 % 2025 101.50 % 2026 100.75 % 2027 and thereafter 100.00 % (2) At any time prior to October 15, 2022, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes issued under the Indenture, in accordance with Section 3.03 of the Indenture, at a redemption price (expressed as a percentage of principal amount) equal to 104.50% of the principal amount thereof, plus accrued and unpaid interest thereon to (but excluding) the redemption date (subject to the right rights of Holders of record on the relevant Regular Record Date record date to receive interest due on the relevant Interest Payment Date) with interest payment date: Year Percentage 2023 102.250 % 2024 101.500 % 2025 100.750 % 2026 and thereafter 100.000 % Unless the net cash proceeds of one or more Equity Offerings; provided, however, that (i) at least 60% Company defaults in the payment of the aggregate principal amount of redemption price, interest will cease to accrue on the Notes issued under this Indenture (excluding Notes held by or portions thereof called for redemption on the Company and its Subsidiaries) remain outstanding immediately following such redemption and (ii) any such redemption occurs within 90 days of the date of the closing of any such Equity Offering. (3) If the Company becomes obligated to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date, the Company may, at any time, redeem all, but not part, of the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to (but excluding) the redemption date, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes may, to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture. (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, at a redemption price equal to the greater of (a) the Canada Yield Price and (b) 100% of the aggregate principal amount of Notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to (but excluding) the applicable redemption date. (5g) Any prepayment redemption pursuant to this Section 5 3.07 shall be made in accordance with pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturehereof.

Appears in 1 contract

Sources: Indenture (Constellation Energy Generation LLC)

Optional Redemption. (1a) Except as set forth in below under clauses (25(b), 5(d) to (4and 5(e) of this Section 5hereof, the Notes shall will not be redeemable at the Issuers’ option of the Company before November 1, 2013. (b) At any time prior to October 15November 1, 2024. Beginning on October 15, 20242013, the Company Issuers may redeem all or a part of the Notes, upon notice as described under Section 3.03 of the Indenture, at once or over timea redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but excluding, the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) On and after November 1, 2013, the Issuers may redeem the Notes, in accordance with whole or in part, upon notice as described under Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amountamount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon on the Notes redeemedthereon, to (if any, to, but excluding) , the applicable redemption date (Redemption Date, subject to the right of Holders of Notes of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period commencing beginning on October 15 November 1 of each of the years indicated below: 2024 102.25 2013 106.844% 2025 101.50 2014 104.563% 2026 100.75 2015 102.281% 2027 2016 and thereafter 100.00 100.000% (2d) At any time prior to October 15In addition, 2022until November 1, 2013, the Company may Issuers may, at their option, upon notice as described under Section 3.03 of the Indenture, on any one or more occasions occasions, redeem up to 4035% of the aggregate principal amount of the Notes issued under the Indenture, in accordance with Section 3.03 of the Indenture, Indenture at a redemption price (expressed as a percentage of principal amount) equal to 104.50109.125% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon to (thereon, if any, to, but excluding) , the redemption date (applicable Redemption Date, subject to the right of Holders of Notes of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date) , with the net cash proceeds of one or more Equity OfferingsOfferings to the extent such net cash proceeds are received by or contributed to AMLLC; provided, however, provided that (ia) at least 6050% of the sum of the aggregate principal amount of Notes originally issued under the Indenture on the Issue Date remains outstanding immediately after the occurrence of each such redemption and (b) that each such redemption occurs within 120 days of the date of closing of each such Equity Offering. (e) In addition, during any 12-month period prior to November 1, 2013, the Issuers shall be entitled to redeem up to 10% of the aggregate principal amount of the Notes issued under this the Indenture (excluding Notes held by the Company and its Subsidiaries) remain outstanding immediately following such redemption and (ii) any such redemption occurs within 90 days of the date of the closing of any such Equity Offering. (3) If the Company becomes obligated to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date, the Company may, at any time, redeem all, but not part, of the Notes at a redemption price equal to 100103.000% of the aggregate principal amount thereof, plus accrued and unpaid interest to (but excluding) the redemption datethereon, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes mayif any, to the extent that it does not adversely affect Redemption Date, subject to the Company’s after-tax position, at its option, waive right of Holders of Notes of record on the Company’s compliance with relevant Record Date to receive interest due on the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenturerelevant Interest Payment Date. (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, at a redemption price equal to the greater of (a) the Canada Yield Price and (b) 100% of the aggregate principal amount of Notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to (but excluding) the redemption date. (5f) Any prepayment redemption pursuant to this Section paragraph 5 shall be made in accordance with pursuant to the provisions of Sections 3.01 through 3.06 3.07 of the Indenture.

Appears in 1 contract

Sources: First Supplemental Indenture (Associated Materials, LLC)

Optional Redemption. (1) Except as set forth in clauses (2) to (4) of this Section 5, the Notes shall not be redeemable at the option of the Company At any time prior to October 15, 2024. Beginning on October May 15, 2024, the Company may redeem all or a part of the Notes, at once or over time, in accordance with Section 3.03 of the IndentureNotes will be redeemable, at the redemption prices (expressed as percentages Company’s option, in whole or in part from time to time, upon not less than 15 nor more than 60 days’ written notice, at a price equal to 100% of the principal amount) set forth below, amount thereof plus the Applicable Premium and accrued and unpaid interest thereon on the Notes redeemedinterest, to (if any, to, but excluding) , the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date record date to receive interest due on the relevant Interest Payment Date). In addition, the Company may redeem the Notes at its option, in whole or in part, upon not less than 15 nor more than 60 days’ written notice, at the following redemption prices (expressed as percentages of the principal amount thereof) plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date) if redeemed during the twelve12-month period commencing on October May 15 of the years indicated set forth below: Year Percentage 2024 102.25 102.125 % 2025 101.50 101.063 % 2026 100.75 % 2027 and thereafter 100.00 % (2) 100.000 % At any time, or from time to time, prior to October May 15, 2022, 2024 the Company may on any may, at its option, use an amount of cash up to the Net Cash Proceeds of one or more occasions redeem Equity Offerings to redeem, upon not less than 15 nor more than 60 days’ written notice up to 40% of the aggregate principal amount of the Notes issued (including any Additional Notes) outstanding under the Indenture, in accordance with Section 3.03 of the Indenture, Indenture at a redemption price (expressed as a percentage of principal amount) equal to 104.50104.250% of the principal amount thereof, thereof plus accrued and unpaid interest thereon to (thereon, if any, to, but excluding) , the redemption date (subject to the right of Holders of record on the relevant Regular Record Date record date to receive interest due on the relevant Interest Payment Date) with the net cash proceeds of one or more Equity Offerings); provided, however, that provided that: (ia) at least 6050% of the aggregate principal amount of Notes (including any Additional Notes) outstanding under the Notes issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remain remains outstanding immediately following such redemption and (ii) after any such redemption occurs within 90 (unless all such Notes are redeemed concurrently); and (b) the Company makes such redemption not more than 180 days of after the date of the closing consummation of any such Equity Offering. (3) If the Company becomes obligated to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date, the Company may, at any time, redeem all, but not part, of the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to (but excluding) the redemption date, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes may, to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture. (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, at a redemption price equal to the greater of (a) the Canada Yield Price and (b) 100% of the aggregate principal amount of Notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to (but excluding) the redemption date. (5) Any prepayment pursuant to this Section 5 shall be made in accordance with the provisions of Sections 3.01 through 3.06 of the Indenture.

Appears in 1 contract

Sources: Indenture (Carriage Services Inc)

Optional Redemption. (1a) Except as set forth in clauses subparagraphs (2b), (c) to and (4d) of this Section paragraph 5, the Notes Issuers shall not be redeemable at have the option of to redeem the Company Notes prior to October 15May 1, 20242011. Beginning on October 15On or after May 1, 20242011, the Company Issuers may redeem all or a part of the Notes, at once or over time, in accordance with Section 3.03 of the IndentureNotes upon not less than 15 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon on the Notes redeemedand Special Interest (if any) thereon, to (but excluding) the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date)date, if redeemed during the twelve12-month period commencing beginning on October 15 May 1 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2024 102.25 2011 105.250 % 2025 101.50 % 2026 100.75 % 2027 2012 and thereafter 100.00 100.000 % (2b) At any time prior to October 15May 1, 20222011, the Company may Issuers may, on any one or more occasions occasions, redeem up to 4035% of the aggregate principal amount of the Notes issued under the Indenture, in accordance with Section 3.03 of the Indenture, Indenture (including any Additional Notes) at a redemption price (expressed as a percentage of principal amount) equal to 104.50110.500% of the principal amount thereof, plus accrued and unpaid interest and Special Interest (if any) thereon to (but excluding) the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date) date, with the net cash proceeds of one or more Qualified Equity Offerings; provided, however, that provided that: (i) at least 6065% of the aggregate principal amount of the Notes issued under this the Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption, excluding Notes held by the Company and its Subsidiaries) remain outstanding immediately following such redemption and ; and (ii) any such the redemption occurs must occur within 90 days of the date of the closing of any such Qualified Equity Offering. (3c) If At any time prior to May 1, 2011, the Company becomes obligated to pay Issuers may, on any Additional Amounts because of a change in the laws one or regulations of Canada or any Canadian Taxing Authoritymore occasions, redeem all or a change in any official position regarding part of the application or interpretation thereofNotes, in either case that is publicly announced or becomes effective on or after the Issue Date, the Company mayupon not less than 15 nor more than 60 days’ notice, at any time, redeem all, but not part, of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Special Interest (if any) to, the date of redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. (d) At any time and from time to time prior to May 1, 2011, but not more than once in any 12-month period, the Issuers may redeem, in the aggregate, up to 10% of the original aggregate principal amount of Notes issued under the Indenture at a redemption price of 103% of the principal amount thereof, plus accrued and unpaid interest and Special Interest (if any) to (but excluding) the applicable redemption date, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes may, subject to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions rights of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture. (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, at a redemption price equal to the greater of (a) the Canada Yield Price and (b) 100% of the aggregate principal amount Holders of Notes on the relevant record date to be redeemed, plus, in each case, accrued and unpaid receive interest thereon to (but excluding) due on the redemption relevant interest payment date. (5) Any prepayment pursuant to this Section 5 shall be made in accordance with the provisions of Sections 3.01 through 3.06 of the Indenture.

Appears in 1 contract

Sources: Indenture (Solo Cup CO)

Optional Redemption. (1a) Except as set forth in clauses (2b), (d), (e) to and (4f) of this Section 53.07, and except as required by Section 3.12, the Notes shall will not be redeemable at the Issuers’ option of the Company prior to October May 15, 2024. Beginning on October 2022. (b) At any time prior to May 15, 20242022, the Company may Issuers may, at their option and on one or more occasions, redeem all or a part of the either Series of Notes, at once or over time, upon notice in accordance with Section 3.03 hereof, at a redemption price equal to the sum of (A) 100.0% of the Indenture, at principal amount of the redemption prices (expressed as percentages applicable Series of principal amount) set forth belowNotes being redeemed, plus (B) the Applicable Premium as of the Redemption Date, plus (C) accrued and unpaid interest thereon on the Notes redeemedinterest, to (if any, to, but excluding) , the applicable redemption date (Redemption Date, subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the Notes on the relevant Interest Payment Date falling prior to or on the Redemption Date. (c) At any time on and after May 15, 2022, the Issuers may, at their option and on one or more occasions, redeem all or a part of either Series of Notes, upon notice in accordance with Section 3.03 hereof, at the redemption prices (expressed as percentages of the principal amount of the applicable Series of Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, thereon to, but excluding, the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling prior to or on the Redemption Date), if redeemed during the twelve-month period commencing beginning on October May 15 of each of the years indicated below: 2022 103.1250 % 102.18750 % 2023 101.5625 % 101.09375 % 2024 102.25 % 2025 101.50 % 2026 100.75 % 2027 and thereafter 100.00 100.0000 % 100.00000 % (2d) At any time prior to October May 15, 2022, the Company may Issuers may, at their option and on any one or more occasions occasions, redeem up (i) an aggregate principal amount of Dollar Notes not to exceed the amount of the Net Cash Proceeds received by the Issuer from one or more Equity Offerings or a contribution to the Issuer’s common equity capital made with the Net Cash Proceeds of one or more Equity Offerings, upon notice in accordance with Section 3.03 hereof, at a redemption price equal to (i) 106.250% of the aggregate principal amount of the Dollar Notes being redeemed, plus (ii) accrued and unpaid interest, if any, to, but excluding, the Redemption Date, subject to the right of Holders of Dollar Notes of record on the relevant Record Date to receive interest due on the Dollar Notes on the relevant Interest Payment Date falling prior to or on the Redemption Date; provided that (A) the amount redeemed shall not exceed 40% of the aggregate principal amount of the Dollar Notes issued under this Indenture (including any Additional Dollar Notes); (B) at least 50% of the Indentureaggregate principal amount of the Dollar Notes originally issued under this Indenture on the Issue Date remains outstanding immediately after the occurrence of each such redemption (unless all Dollar Notes are redeemed substantially concurrently); and (C) each such redemption occurs within 180 days of the date of closing of the applicable Equity Offering and (ii) an aggregate principal amount of Euro Notes not to exceed the Net Cash Proceeds received by the Issuer from one or more Equity Offerings or a contribution to the Issuer’s common equity capital made with the Net Cash Proceeds of one or more Equity Offerings, upon notice in accordance with Section 3.03 of the Indenturehereof, at a redemption price (expressed as a percentage of principal amount) equal to 104.50(i) 104.375% of the aggregate principal amount of the Euro Notes being redeemed, plus (ii) accrued and unpaid interest, if any, to, but excluding, the Redemption Date, subject to the right of Holders of Euro Notes of record on the relevant Record Date to receive interest due on the Euro Notes on the relevant Interest Payment Date falling prior to or on the Redemption Date; provided that (A) the amount redeemed shall not exceed 40% of the aggregate principal amount of the Euro Notes issued under this Indenture (including any Additional Euro Notes); (B) at least 50% of the aggregate principal amount of the Euro Notes originally issued under this Indenture on the Issue Date remains outstanding immediately after the occurrence of each such redemption (unless all Euro Notes are redeemed substantially concurrently); and (C) each such redemption occurs within 180 days of the date of closing of the applicable Equity Offering. The aggregate principal amount of the Notes that may be redeemed pursuant to clause (d) of this Section 3.07 cannot exceed the aggregate Net Cash Proceeds from the relevant Equity Offerings. (e) In addition, at any time prior to May 15, 2022, upon not less than 10 days’ nor more than 60 days’ notice, the Issuers may redeem up to 10% of the original aggregate principal amount of either Series of Notes (including Additional Notes of such Series) during any twelve month period at a redemption price equal to 103% of the principal amount thereof, plus accrued and unpaid interest thereon to, but not including, the applicable redemption date. (f) Notwithstanding the foregoing, in connection with any tender offer, Change of Control Offer, Alternate Offer or Asset Sale Offer for either Series of Notes, if Holders of not less than 90% in aggregate principal amount of the then outstanding Notes of such Series validly tender and do not validly withdraw such Notes in such offer and the Issuer, or any third party making such offer in lieu of the Issuers, purchases all of the Notes of such Series validly tendered and not validly withdrawn by such Holders, all of the Holders of the Notes of such Series will be deemed to have consented to such tender or other offer, and accordingly the Issuers or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice, given not more than 60 days following such purchase date, to redeem all Notes of such Series that remain outstanding following such purchase at a price equal to the price offered to each other Holder in such offer (which may be less than par) plus, to the extent not included in the offer payment, accrued and unpaid interest, if any, thereon, to, but excluding) , the redemption date (Redemption Date, subject to the right of Holders of record on the relevant Regular Record Date record date to receive interest due on the relevant Interest Payment interest payment date falling prior to or on the Redemption Date) with . In determining whether the net cash proceeds Holders of one or more Equity Offerings; provided, however, that (i) at least 6090% of the aggregate principal amount of the then outstanding Notes issued under this Indenture (excluding of a Series have validly tendered and not validly withdrawn Notes held in a tender offer, Change of Control Offer, Alternate Offer or Asset Sale Offer, as applicable, Notes owned by the Company and its Subsidiaries) remain outstanding immediately following such redemption and (ii) any such redemption occurs within 90 days an Affiliate of the date Issuer or by funds controlled or managed by any Affiliate of the closing Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of any such Equity Offeringtender offer, Change of Control Offer, Alternate Offer or Asset Sale Offer, as applicable. (3) If the Company becomes obligated to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date, the Company may, at any time, redeem all, but not part, of the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to (but excluding) the redemption date, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes may, to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture. (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, at a redemption price equal to the greater of (a) the Canada Yield Price and (b) 100% of the aggregate principal amount of Notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to (but excluding) the redemption date. (5g) Any prepayment redemption pursuant to this Section 5 3.07 shall be made in accordance with pursuant to the provisions of Sections 3.01 through 3.06 hereof. Notice of any redemption or offer to purchase, whether in connection with an Equity Offering, Change of Control, Alternate Offer, Asset Sale Offer or other transaction or event or otherwise, may, at the Issuer’s discretion, be given prior to the completion or occurrence thereof, and any such redemption, offer to purchase or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion or occurrence of the related Equity Offering, Change of Control, Asset Sale or other transaction or event, as the case may be. The Issuers may redeem the Notes pursuant to one or more of the relevant provisions in this Indenture, and a single notice of redemption may be delivered with respect to redemptions made pursuant to different provisions. Any such notice may provide that redemptions made pursuant to different provisions will have different Redemption Dates. In addition, if such redemption or offer to purchase is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuers’ discretion, the redemption or repurchase date may be delayed until such time (including more than 60 days after the date the notice of redemption or offer to purchase was sent) as any or all such conditions shall be satisfied (or waived by the Issuers in their sole discretion), or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuers in their sole discretion) by the redemption or purchase date, or by the redemption or purchase date so delayed, or that such notice or offer may be rescinded at any time in the Issuers’ sole discretion if the Issuers determine that any or all of such conditions will not be satisfied or waived. For the avoidance of doubt, if any redemption or repurchase date shall be delayed pursuant to this Section 3.07 and the terms of the applicable notice of redemption or repurchase, such redemption or repurchase date as so delayed may occur at any time after the original redemption or repurchase date set forth in the applicable notice of redemption or repurchase and after the satisfaction of any applicable conditions precedent, including, without limitation, on a date that is less than 10 days after the original redemption or repurchase date or the redemption or repurchase date so delayed and more than 60 days after the date of the applicable notice of redemption or repurchase. In addition, the Issuers may provide in such notice or offer to purchase that payment of the redemption or purchase price and performance of the Issuers’ obligations with respect to such redemption or offer to purchase may be performed by another Person. (h) The Issuer, the Co-Issuer, Holdings, their direct and indirect equityholders, including the Investors, any of their Subsidiaries and their respective Affiliates and members of management may acquire the Notes by means other than a redemption pursuant to this Article 3, whether by tender offer, open market purchases, negotiated transactions or otherwise. (i) Neither the Trustee nor any Agent shall have any duty to calculate or verify the calculation of the Applicable Premium.

Appears in 1 contract

Sources: Indenture (Clarios International Inc.)

Optional Redemption. (1) Except as set forth in clauses (2) to (4) of this Section 5, the Notes shall not be redeemable at the option of the Company prior to October 15, 2024. Beginning on October 15, 2024the Initial Redemption Date, the Company may shall be entitled to redeem all or a part of the Notes (which includes Additional Notes, if any) at once or over timeits option, in accordance with Section 3.03 of the Indenturewhole or in part, upon not less than 10 nor more than 60 days’ notice, at the following redemption prices (expressed as percentages of the principal amountamount thereof) set forth below, plus accrued and unpaid interest thereon on the Notes redeemed, to (but excluding) the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date record date to receive interest due on the relevant Interest Payment Date), related interest payment date) if redeemed during the twelve-month period commencing on October 15 August 31 of the years indicated year set forth below: 2024 102.25 2028 103.375% 2025 101.50 2029 101.688% 2026 100.75 % 2027 2030 and thereafter 100.00 % (2) At any time 100.000% In addition, prior to October 15August 31, 20222028, the Company may shall be entitled at its option on any one or more occasions to redeem up Notes (which includes Additional Notes, if any) in an aggregate principal amount not to exceed 40% of the aggregate principal amount of the Notes (which includes Additional Notes, if any) originally issued under the Indenture, in accordance with Section 3.03 of the Indenture, at a redemption price (expressed as a percentage of principal amount) equal to 104.50% of the principal amount thereof106.750%, plus accrued and unpaid interest thereon to (interest, if any, to, but excluding) , the redemption date (subject to the right of Holders of record on the relevant Regular Record Date record date to receive interest due on the relevant Interest Payment Date) interest payment date), with an amount not to exceed the net cash proceeds of from one or more Equity OfferingsOfferings (provided that if the Equity Offering is an offering by Holdings, a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any such Notes by the Company is contributed to the equity capital of the Company); provided, however, that that: (i1) at least 60% of the such aggregate principal amount of Notes (which includes Additional Notes, if any) remains outstanding immediately after the occurrence of each such redemption (other than Notes issued under this Indenture (excluding Notes held held, directly or indirectly, by the Company and or its Subsidiaries) remain outstanding immediately following such redemption Affiliates); and (ii2) any each such redemption occurs within 90 days of after the date of the closing related Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the completion thereof, and any such redemption or notice may, at the Company’s discretion, be subject to the completion of the related Equity Offering. (3) If the Company becomes obligated . Prior to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing AuthorityAugust 31, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date2028, the Company may, shall be entitled at any time, its option to redeem all, but not part, all or a portion of the Notes at a redemption price equal to 100% of the principal amount thereofof the Notes plus the Applicable Premium as of, plus and accrued and unpaid interest to (interest, if any, to, but excluding) , the redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date). Notice of such redemption shall be sent to The Depository Trust Company (“DTC”), provided that at any time that in the aggregate principal amount case of Global Notes, or mailed by first-class mail to each Holder’s registered address in the Notes outstanding is greater than $20.0 million, any Holder case of the Notes maycertificated notes (and, to the extent that it does permitted by applicable procedures and regulations, electronically), not adversely affect less than 10 nor more than 60 days prior to the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture redemption date. The Trustee shall have no responsibility with respect to such Holder’s Notes; provided, further, that if the determination of any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture. (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, at a redemption price equal to the greater of (a) the Canada Yield Price and (b) 100% of the aggregate principal amount of Notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to (but excluding) the redemption dateor Applicable Premium. (5) Any prepayment pursuant to this Section 5 shall be made in accordance with the provisions of Sections 3.01 through 3.06 of the Indenture.

Appears in 1 contract

Sources: Indenture (TransDigm Group INC)

Optional Redemption. (1a) Except as set forth in clauses (2) At any time prior to (4) of this Section 5March 31, 2023, the Notes shall not be redeemable Issuer may, at the its option of the Company prior to October 15and on one or more occasions, 2024. Beginning on October 15, 2024, the Company may redeem all or a part of the Notes, upon notice as described in Section 3.03, at once a redemption price equal to 100.0% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but excluding, the date of redemption (any applicable date of redemption hereunder, the “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or over timeprior to the Redemption Date. (b) On and after March 31, 2023, the Issuer may, at its option and on one or more occasions, redeem the Notes, in accordance with whole or in part, upon notice as described in Section 3.03 of the Indenture3.03, at the redemption prices (expressed as percentages of principal amountamount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon on the Notes redeemedthereon, to (if any, to, but excluding) , the applicable redemption date (Redemption Date, subject to the right of Holders of record on the relevant Regular 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 commencing beginning on October 15 March 31 of each of the years indicated below: 2023 103.250% 2024 102.25 101.625% 2025 101.50 % 2026 100.75 % 2027 and thereafter 100.00 100.000% (2c) At any time prior to October 15March 31, 20222023, the Company may Issuer may, at its option, upon notice as described in Section 3.03, on any one or more occasions redeem up to 4040.0% of the aggregate principal amount of the Notes (for the avoidance of doubt, including Additional Notes, if any) issued and outstanding under the Indenture, in accordance with Section 3.03 of the Indenture, this Indenture at a redemption price (expressed as a percentage of principal amountcalculated by the Issuer) equal to 104.50(i) 106.500% of the aggregate principal amount thereof, in an amount equal to or less than the amount of 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 to (thereon, if any, to, but excluding) , the redemption date (applicable Redemption Date, subject to the right of Holders of record on the relevant Regular Record Date record date to receive interest due on the relevant Interest Payment interest payment date falling on or prior to the Redemption Date) with the net cash proceeds of one or more Equity Offerings; provided, however, provided that (ia) at least 6050.0% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by on the Company and its Subsidiaries) remain Issue Date remains outstanding immediately following after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed or to be repurchased or redeemed and for which a notice of repurchase or redemption has been issued at or about such time in accordance with the terms of this Indenture) and (iib) any each such redemption occurs within 90 180 days of the date of the closing of any such Equity Offering. (3d) If Notwithstanding the Company becomes obligated to pay foregoing, in connection with any Additional Amounts because tender offer for the Notes, if Holders of a change not less than 90.0% in aggregate principal amount of the laws or regulations of Canada outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Issuer, or any Canadian Taxing Authoritythird party approved in writing by the Issuer making such tender offer in lieu of the Issuer, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date, the Company may, at any time, redeem all, but not part, 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 20 nor more than 60 days’ prior notice (except that such notice may be delivered or mailed more than 60 days prior to the Redemption Date or purchase date if the notice is issued in connection with Article 8, Article 11 or as specified in Section 3.03(c)), given not more than 60 days following such purchase date, to redeem (with respect to the Issuer) or purchase (with respect to a third party) all of the Notes that remain outstanding following such purchase at a price equal to 100% of the principal amount thereof, price paid to each other Holder in such tender offer (which may be less than par and shall exclude any early tender premium or similar premium and any accrued and unpaid interest paid to any Holder in such tender offer) plus accrued and unpaid interest to (interest, if any, thereon, to, but excluding) , the redemption Redemption Date or purchase date, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes may, subject to the extent that it does not adversely affect right of Holders of record on the Company’s after-tax position, at its option, waive relevant record date to receive interest due on the Company’s compliance with relevant interest payment date falling on or prior to the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the IndentureRedemption Date or purchase date. (4e) Prior to October 15, 2024, The Notes may also be redeemed under the Company may redeem the Notes, in whole or in part, circumstances and in accordance with Section 3.03 of the Indenture, at a redemption price equal to the greater of (a) the Canada Yield Price and (b) 100% of the aggregate principal amount of Notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to (but excluding) the redemption date4.14(d). (5f) [Reserved]. (g) [Reserved]. (h) Any prepayment redemption pursuant to this Section 5 3.07 shall be made in accordance with pursuant to the provisions of Sections 3.01 through 3.06 3.06. (i) The Issuer, its equityholders (including members of the Indentureits management) and their respective Affiliates may, at their discretion, at any time and from time to time, acquire Notes by means other than a redemption, whether by a tender offer, open market purchases, negotiated transactions or otherwise.

Appears in 1 contract

Sources: Indenture (New Fortress Energy Inc.)

Optional Redemption. (1a) Except as set forth The Notes will be redeemable, in clauses (2) to (4) of this Section 5whole or in part on any one or more occasions, the Notes shall not be redeemable at the option of the Company Company, at any time prior to October July 15, 20242026, 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 to but excluding the date of redemption (the “Redemption Date”), subject to the rights of the Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Beginning The Company is not prohibited by the terms of the Indenture from acquiring the Notes by means other than redemption, whether pursuant to a Company tender offer, in open market transactions, or otherwise, assuming such acquisition does not otherwise violate the terms of the Indenture. (b) At any time on October or prior to July 15, 2024, the Company may on any one or more occasions redeem all the Notes with the net cash proceeds of one or more Equity Offerings, at a part redemption price of 103.375% of the Notesprincipal amount thereof, plus accrued and unpaid interest thereon to the Redemption Date; provided that at least 65% of the principal amount of the Notes originally issued on the Issue Date remains outstanding immediately following such redemption (excluding Notes held by the Company or any of its Subsidiaries); provided, further, that such redemption shall occur within 120 days of the date of the closing of any such Equity Offering. (c) The Notes will be redeemable, in whole or in part on any one or more occasions, at once or over time, in accordance with Section 3.03 the option of the IndentureCompany, on or after July 15, 2026, at the redemption prices (expressed as percentages of principal amount) set forth below, below plus accrued and unpaid interest thereon on the Notes redeemed, to (but excluding) the applicable redemption date (Redemption Date, if redeemed during the twelve-month period beginning on July 15 of the years indicated below, subject to the right rights of the Holders of record the Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period commencing on October 15 of the years indicated below: 2024 102.25 % 2025 101.50 % Year Percentage 2026 100.75 101.6875% 2027 100.8438% 2028 100.4219% 2029 and thereafter 100.00 100.0000% (2d) At any time prior to October 15, 2022, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of the The Notes issued under the Indenture, will also be redeemable as provided in accordance with Section 3.03 of the Indenture, at a redemption price (expressed as a percentage of principal amount) equal to 104.50% of the principal amount thereof, plus accrued and unpaid interest thereon to (but excluding) the redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date) with the net cash proceeds of one or more Equity Offerings; provided, however, that (i) at least 60% of the aggregate principal amount of the Notes issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remain outstanding immediately following such redemption and (ii) any such redemption occurs within 90 days of the date of the closing of any such Equity Offering. (3) If the Company becomes obligated to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date, the Company may, at any time, redeem all, but not part, of the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to (but excluding) the redemption date, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes may, to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(34.14(f) of the Indenture. (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, at a redemption price equal to the greater of (a) the Canada Yield Price and (b) 100% of the aggregate principal amount of Notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to (but excluding) the redemption date. (5e) Any prepayment redemption pursuant to this Section paragraph 5 shall be made in accordance with pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

Appears in 1 contract

Sources: Indenture (Belden Inc.)

Optional Redemption. (1) Except as Subject to the additional terms and conditions set forth in clauses the Indenture: (2a) to (4) of this Section 5On and after October 1, 2016, the Notes Issuers shall not be redeemable at have the option of to redeem the Company prior Notes, in whole or, from time to October 15time, 2024. Beginning on October 15, 2024, the Company may redeem all or a part of the Notes, at once or over time, in accordance with Section 3.03 Notes upon not less than 30 nor more than 60 days’ prior notice mailed to the registered address of the Indentureeach Holder of Notes to be so redeemed, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon (including Additional Interest, if any), if any, to the applicable redemption date (subject to the rights of Holders of record on the relevant record date to receive interest due on an Interest Payment Date), if redeemed during the twelve-month period beginning on October 1 of the years indicated below: 2016 103.313 % 2017 101.656 % 2018 and thereafter 100.000 % (b) On or before October 1, 2016, the Issuers may redeem all or, from time to time, a part of the Notes upon not less than 30 nor more than 60 days’ prior notice, at a redemption price equal to: (i) 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to (but excluding) the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date record date to receive interest due on the relevant an Interest Payment Date), if redeemed during the twelve-month period commencing on October 15 of the years indicated below: 2024 102.25 % 2025 101.50 % 2026 100.75 % 2027 and thereafter 100.00 %plus (2ii) At any time prior to the Make Whole Amount. (c) On or before October 151, 20222015, the Company Issuers may on any one or more occasions redeem in the aggregate up to 4035% of the aggregate principal amount of the Notes issued under the Indenture, in accordance Indenture with Section 3.03 the net cash proceeds of the Indenture, one or more Equity Offerings at a redemption price (expressed as a percentage of principal amount) equal to 104.50106.625% of the principal amount thereofof the Notes to be redeemed, plus accrued and unpaid interest thereon interest, if any, to (but excluding) the redemption date (subject to the right of Holders of record on the relevant Regular Record Date a record date to receive interest due on the relevant Interest Payment Date) with the net cash proceeds of one or more Equity Offerings); provided, however, that provided that (i) at least 60% of the aggregate principal amount of the Notes issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remain outstanding immediately following such redemption and (ii) any such redemption occurs within 90 days of the date of the closing of any such Equity Offering. (3) If the Company becomes obligated to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date, the Company may, at any time, redeem all, but not part, of the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to (but excluding) the redemption date, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes may, to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture. (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, at a redemption price equal to the greater of (a) the Canada Yield Price and (b) 10065% of the aggregate principal amount of Notes to be redeemed, plus, in issued under the Indenture remains outstanding after each case, accrued and unpaid interest thereon to (but excluding) the redemption date.such redemption; and (5ii) Any prepayment pursuant any redemption occurs within 90 days after the closing of such Equity Offering (without regard to this Section 5 shall be made in accordance with the provisions of Sections 3.01 through 3.06 of the Indentureany over-allotment option).

Appears in 1 contract

Sources: Indenture (Atlas Pipeline Partners Lp)

Optional Redemption. (1a) Except as set forth in clauses Section 3.07(b), (2c) and (d), the Issuers shall not have the option to (4) of redeem the Notes pursuant to this Section 53.07 prior to May 1, the Notes 2018. The Issuers shall not be redeemable at have the option of the Company prior to October 15, 2024. Beginning on October 15, 2024, the Company may redeem all or a part of the Notes, at once or over timefrom and after May 1, 2018, in accordance with Section 3.03 of the Indenturewhole or in part, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amountamount of the Notes) set forth below, below plus accrued and unpaid interest thereon on the Notes redeemedand Special Interest, if any, to (but excluding) the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date)date, if redeemed during the twelve-twelve month period commencing beginning on October 15 May 1 of the years indicated below: 2024 102.25 2018 103.844% 2025 101.50 2019 102.563% 2026 100.75 2020 101.281% 2027 2021 and thereafter 100.00 100.000% (2b) At any time prior to October 15May 1, 20222018, the Company Issuers may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes issued under (including the Indenture, in accordance with Section 3.03 principal amount of the Indentureany Additional Notes), at a redemption price (expressed as a percentage of principal amount) equal to 104.50105.125% of the principal amount thereof, plus accrued and unpaid interest thereon and Special Interest, if any, to (but excluding) the redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date) date, with the net cash proceeds of one or more Equity Offerings; provided, however, that provided that: (i) at least 60% of the original aggregate principal amount of Notes (including the Notes principal amount of any Additional Notes) issued under this Supplemental Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company Issuers and its their Subsidiaries) remain outstanding immediately following such redemption and ); and (ii) any such the redemption occurs must occur within 90 180 days of the date of the closing of any such Equity Offering. (3c) If At any time and from time to time prior to May 1, 2018, the Company becomes obligated to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereofIssuers may redeem outstanding Notes, in either case that is publicly announced whole or becomes effective on or after the Issue Date, the Company mayin part, at any time, redeem all, but not part, of the Notes at a redemption price equal to 100% of the principal amount thereof, thereof plus accrued and unpaid interest and Special Interest, if any, on such Notes to (but excluding) the redemption date, provided that at any time date plus the Make-Whole Premium. (d) In the event that the aggregate principal amount Issuers have made a Change of Control Offer pursuant to Section 4.16, and have purchased not less than 90% of the then outstanding Notes pursuant to such Change of Control Offer, the Issuers may, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following the applicable Change of Control Payment Date, redeem all of the Notes that remain outstanding is greater than $20.0 million, any Holder following such Change of the Notes may, to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture. (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, Control Payment Date at a redemption price equal to the greater of (a) the Canada Yield Price and (b) 100101% of the aggregate principal amount of the Notes to be redeemed, plus, in each case, so redeemed plus accrued and unpaid interest thereon on the Notes so redeemed to (but excluding) the redemption date. (5) . Any prepayment redemption pursuant to this Section 5 3.07 shall be made in accordance with pursuant to the provisions of Sections Section 3.01 through 3.06 of the Indenture3.06.

Appears in 1 contract

Sources: Third Supplemental Indenture (Charter Communications, Inc. /Mo/)

Optional Redemption. (1) Except as set forth in clauses (2) to (4) of this Section 5, the Notes shall not be redeemable at the option of the Company prior to October 15, 2024. Beginning on October 15, 2024, the Company may redeem all or a part of the Notes, at once or over time, in accordance with Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon on the Notes redeemed, to (but excluding) the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period commencing on October 15 of the years indicated below: 2024 102.25 % 2025 101.50 % 2026 100.75 % 2027 and thereafter 100.00 % (2) At any time prior to October July 15, 2022, the Company Issuer may on any one or more occasions redeem up to 4035% of the aggregate principal amount of the Notes issued under the Indenture, in accordance with Section 3.03 of the Indenture, Indenture at a redemption price (expressed as a percentage of principal amount) equal to 104.50105.750% of the principal amount thereofof the Notes to be redeemed, plus accrued and unpaid interest (if any) thereon to (to, but excluding) , the redemption date (subject with an amount equal to the right of Holders of record on net proceeds received by the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date) with the net cash proceeds of Issuer from one or more Equity Offerings; provided, however, that (i) at least 6065% of the aggregate principal amount of the Notes initially issued under this Indenture (excluding Notes held by on the Company and its Subsidiaries) Issue Date remain outstanding immediately following such redemption redemption; and (ii) any such redemption occurs shall be made within 90 days of the date of the closing of any such Equity Offering. (3) If the Company becomes obligated to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or . On and after the Issue Date, the Company may, at any time, redeem all, but not part, of the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to (but excluding) the redemption date, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes may, to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture. (4) Prior to October July 15, 2024, 2022 the Company Issuer may on one or more occasions redeem the Notes, in whole or in part, in accordance with Section 3.03 upon notice at the applicable redemption price (expressed as percentages of principal amount of the IndentureNotes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on July 15 of each of the years indicated below: 2022 102.875 % 2023. 101.438 % 2024 and thereafter 100.000 % At any time prior to July 15, 2022, the Notes shall be redeemable, in whole or in part, at the option of the Issuer at any time and from time to time at a redemption price equal to the greater sum of (a) the Canada Yield Price and (bi) 100% of the aggregate principal amount of the Notes to be redeemed, plusplus (ii) the Applicable Premium together with, in each case, accrued and unpaid interest thereon on the principal amount of the Notes to (be redeemed to, but excluding) , the redemption date. (5) Any prepayment date of redemption. If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuer, or any third party making a Change of Control 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 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to this Section 5 shall be made the Change of Control Offer, to redeem all Notes that remain outstanding following such purchase at a price in accordance with the provisions of Sections 3.01 through 3.06 cash equal to 101% of the Indentureprincipal amount thereof plus accrued and unpaid interest to but excluding the date of redemption.

Appears in 1 contract

Sources: Indenture (Norbord Inc.)

Optional Redemption. (1a) Except as set forth in clauses pursuant to Section 3.07(b), (2c), or (d), Section 3.08 or Section 4.14(e) to (4) of this Section 5hereof, the Notes shall will not be redeemable at the option of the Company prior to October 15, 2024. Beginning on October 15, 2024, the Company may redeem all or a part of the Notes, at once or over time, in accordance with Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon on the Notes redeemed, to (but excluding) the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period commencing on October 15 of the years indicated below: 2024 102.25 % 2025 101.50 % 2026 100.75 % 2027 and thereafter 100.00 %Company’s option. (2b) At any time prior to October 15November 1, 2022, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes issued under the Indenture, in accordance with Section 3.03 of the Indenture, hereunder at a redemption price (expressed as a percentage of principal amount) equal to 104.50105.375% of the principal amount thereofof the Notes redeemed, plus accrued and unpaid interest thereon to (interest, if any, to, but excluding) not including, the date of redemption date (subject to the right rights of Holders of record Notes on the relevant Regular Record Date record date to receive interest due on the relevant Interest Payment Date) interest payment date), with an amount of cash not greater than the net cash proceeds of one or more Equity Offerings; provided, however, that provided that: (i1) at least 60% of the aggregate principal amount of the Notes (including Additional Notes, if any) originally issued under this Indenture hereunder (excluding Notes held by the Company and its Subsidiaries) remain remains outstanding immediately following after the occurrence of such redemption and redemption; and (ii2) any such the redemption occurs within 90 180 days of the date of the closing of any such Equity Offering. (3c) If the Company becomes obligated At any time prior to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing AuthorityNovember 1, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date2022, the Company maymay on any one or more occasions redeem all or a part of the Notes, upon not less than 15 nor more than 60 days’ notice, at any time, redeem all, but not part, of the Notes at a redemption price equal to 100% of the principal amount thereofof the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the date of redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. (d) On or after November 1, 2022, the Company may on any one or more occasions redeem all or a part of the Notes at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest to (but excluding) interest, if any, on the redemption date, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes may, to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture. (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, at a redemption price equal to the greater of (a) the Canada Yield Price and (b) 100% of the aggregate principal amount of Notes to be redeemed, plusto, but not including, the applicable date of redemption, if redeemed during the twelve-month period beginning on November 1 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2022 102.688 % 2023 101.792 % 2024 100.896 % 2025 and thereafter 100.000 % (e) Unless the Company defaults in each casethe payment of the redemption price, accrued or the redemption is subject to satisfaction of one or more conditions precedent and unpaid such conditions precedent are not satisfied, interest thereon will cease to (but excluding) accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (5f) Any prepayment redemption pursuant to this Section 5 3.07 shall be made in accordance with pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturehereof.

Appears in 1 contract

Sources: Indenture (Viper Energy Partners LP)

Optional Redemption. (1a) Except as set forth in clauses (2) At any time prior to (4) of this Section 5June 15, 2020, the Notes shall not be redeemable Issuer may at the its option of the Company prior to October 15, 2024. Beginning on October 15, 2024, the Company may one or more occasions redeem all or a part of the Notes, at once or over time, in accordance with upon notice as described under Section 3.03 of the Indenture, at a redemption price (as calculated by the redemption prices Issuer) equal to the sum of (expressed as percentages i) 100.00% of the principal amount) set forth below, plus accrued and unpaid interest thereon on amount of the Notes redeemed, to plus (ii) the Applicable Premium, plus (iii) accrued and unpaid interest, if any, to, but excluding) , the applicable redemption date (Redemption Date, subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period commencing on October 15 of the years indicated below: 2024 102.25 % 2025 101.50 % 2026 100.75 % 2027 and thereafter 100.00 %. (2b) At any time prior to October June 15, 20222020, the Company may Issuer may, at its option and on any one or more occasions occasions, redeem up to 4040.00% of the aggregate principal amount of the Notes and Additional Notes issued under the Indenture, in accordance with Section 3.03 of the Indenture, Indenture at a redemption price (expressed as a percentage of principal amountcalculated by the Issuer) equal to 104.50the sum of (i) 106.000% of the aggregate principal amount thereof, with 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 to (thereon, if any, to, but excluding) , the redemption date (Redemption Date, subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date) with the net cash proceeds of one or more Equity Offerings; provided, however, provided that (ia) at least 6050.00% of the aggregate principal amount of the Notes issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remain outstanding immediately following such redemption and (ii) any such redemption occurs within 90 days of the date of the closing of any such Equity Offering. (3) If the Company becomes obligated to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date, the Company may, at any time, redeem all, but not part, of the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to (but excluding) the redemption date, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes may, to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture. (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, at a redemption price equal to the greater of (a) the Canada Yield Price and (b) 100% sum of the aggregate principal amount of Notes to be redeemed, plus, in originally issued under the Indenture on the Issue Date and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each case, accrued such redemption and unpaid interest thereon to (but excludingb) the each such redemption date. (5) Any prepayment pursuant to this Section 5 shall be made in accordance with the provisions of Sections 3.01 through 3.06 occurs within 180 days of the Indenturedate of closing of the applicable Equity Offering or contribution.

Appears in 1 contract

Sources: Indenture (Superior Industries International Inc)

Optional Redemption. (1) Except as set forth in clauses (2) to (4) of this Section 5, the Notes shall not be redeemable at the option of the Company prior to October 15, 2024. Beginning on October 15, 2024, the Company may redeem all or a part of the Notes, at once or over time, in accordance with Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon on the Notes redeemed, to (but excluding) the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period commencing on October 15 of the years indicated below: 2024 102.25 % 2025 101.50 % 2026 100.75 % 2027 and thereafter 100.00 % (2a) At any time prior to October 151, 20222027, the Company Issuers may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes issued under in whole or in part, at their option, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the IndentureTrustee, to each Holder of Notes to the address of such Holder appearing in accordance with Section 3.03 of the IndentureNotes Register, at a redemption price (expressed as a percentage of the principal amountamount of the Notes to be redeemed) equal to 104.50100.000% plus the relevant Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding, the date of redemption (the “Redemption Date”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to October 1, 2027, the Issuers may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40.0% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage of the principal amount thereofof Notes to be redeemed) equal to 108.250%, plus accrued and unpaid interest thereon interest, if any, to (but excluding) , the redemption date (applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant Regular Record Date record date to receive interest due on the relevant Interest Payment Date) interest payment date, with the net cash proceeds received by the Issuers of one or more Equity OfferingsOfferings of the Issuers; provided, however, provided that (i) at least 60not less than 50.0% of the original aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company and its Issuers or any of their Restricted Subsidiaries) remain outstanding immediately following ), unless all such redemption and (ii) any Notes are redeemed substantially concurrently; provided further that each such redemption occurs within 90 not later than 180 days of after the date of the closing of any such the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections ‎5.1 through ‎5.6. (3c) If Except pursuant to clauses ‎(a) and ‎(b) of this ‎Section 5.7 or pursuant to Section 5.9, the Company becomes obligated Notes will not be redeemable at the Issuers’ option prior to pay October 1, 2027. (d) At any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective time and from time to time on or after the Issue DateOctober 1, 2027, the Company may, at any time, redeem all, but not part, of the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to (but excluding) the redemption date, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes may, to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture. (4) Prior to October 15, 2024, the Company Issuers may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in accordance with Section 3.03 the Notes Register at the redemption prices (expressed as percentages of principal amount of the IndentureNotes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on October 1 of each of the years indicated in the table below: 2027 104.125 % 2028 102.063 % 2029 and thereafter 100.000 % (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer, Collateral Asset Disposition Offer or Asset Disposition Offer, if Holders of not less than 90.0% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Issuers, or any third party making such tender offer in lieu of the Issuers, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Issuers or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the greater of price offered to each other Holder (aexcluding any early tender or incentive fee) the Canada Yield Price and (b) 100% of the aggregate principal amount of Notes to be redeemed, in such tender offer plus, to the extent not included in each casethe tender offer payment, accrued and unpaid interest thereon interest, if any, thereon, to (but excluding) , the redemption datedate of such redemption. (5f) Unless the Issuers default in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (g) Any prepayment redemption pursuant to this Section 5 ‎Section 5.7 shall be made in accordance with pursuant to the provisions of Sections 3.01 ‎5.1 through 3.06 of the Indenture‎5.6.

Appears in 1 contract

Sources: Indenture (Windstream Parent, Inc.)

Optional Redemption. (1a) Except as set forth in clauses (2) to (4) of this Section 5, the Notes shall not be redeemable at the option of the Company At any time prior to October 15February 1, 2024. Beginning on October 15, 20242016, the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under the Indenture (calculated after giving effect to any Issuance of Additional Notes), upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 107.875% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Special Interest, if any, to the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date), with an amount of cash no greater than the net proceeds from all Equity Offerings by the Company since the Issue Date; provided that: (i) at least 65% (calculated after giving effect to any issuance of Additional Notes) of the original aggregate principal amount of Notes issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 120 days of the date of the closing of such Equity Offering. (b) At any time prior to February 1, 2017, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at once or over time, in accordance with Section 3.03 a redemption price equal to 100% of the Indentureprincipal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Special Interest, if any, to the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant Interest Payment Date. (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to February 1, 2017. (d) On or after February 1, 2017, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon and Special Interest, if any, on the Notes redeemed, to (but excluding) the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date)redemption, if redeemed during the twelve-month period commencing beginning on October 15 February 1 of the years indicated below: 2024 102.25 % 2025 101.50 % 2026 100.75 % 2027 and thereafter 100.00 % (2) At any time prior to October 15, 2022, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes issued under the Indenture, in accordance with Section 3.03 of the Indenture, at a redemption price (expressed as a percentage of principal amount) equal to 104.50% of the principal amount thereof, plus accrued and unpaid interest thereon to (but excluding) the redemption date (subject to the right rights of Holders of record on the relevant Regular Record Date record date to receive interest due on the relevant Interest Payment Date) with : 2016 103.938 % 2017 101.969 % 2018 and thereafter 100.000 % Unless the net cash proceeds of one or more Equity Offerings; provided, however, that (i) at least 60% Company defaults in the payment of the aggregate principal amount of redemption price, interest will cease to accrue on the Notes issued under this Indenture (excluding Notes held by or portions thereof called for redemption on the Company and its Subsidiaries) remain outstanding immediately following such redemption and (ii) any such redemption occurs within 90 days of the date of the closing of any such Equity Offering. (3) If the Company becomes obligated to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date, the Company may, at any time, redeem all, but not part, of the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to (but excluding) the redemption date, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes may, to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture. (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, at a redemption price equal to the greater of (a) the Canada Yield Price and (b) 100% of the aggregate principal amount of Notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to (but excluding) the applicable redemption date. (5) Any prepayment pursuant to this Section 5 shall be made in accordance with the provisions of Sections 3.01 through 3.06 of the Indenture.

Appears in 1 contract

Sources: Indenture (Coeur D Alene Mines Corp)

Optional Redemption. (1) Except as set forth in clauses (2) to (4) of this Section 5, the Notes shall not be redeemable at the option of the Company prior to October 15, 2024. Beginning on October 15, 2024, the Company may redeem all or a part of the Notes, at once or over time, in accordance with Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon on the Notes redeemed, to (but excluding) the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period commencing on October 15 of the years indicated below: 2024 102.25 % 2025 101.50 % 2026 100.75 % 2027 and thereafter 100.00 % (2a) At any time prior to October 151, 20222006, the Company may on any one or more occasions redeem up to 4035% of the aggregate principal amount of the Notes issued under the Indenture, in accordance with Section 3.03 of the Indenture, this Indenture at a redemption price (expressed as a percentage of principal amount) equal to 104.50110.63% of the principal amount at maturity thereof, plus accrued and unpaid interest thereon and Additional Interest, if any, to (but excluding) the redemption date (subject date, with a contribution to the right common equity capital of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date) Company made with the net cash proceeds of one a concurrent Equity Offering by O'Sullivan's direct or more Equity Offeringsindirect parent; provided, however, that provided that: (i1) at least 6065% of the aggregate principal amount of the Notes ▇▇▇▇▇ ▇▇▇▇▇▇ally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remain remains outstanding immediately following after the occurrence of such redemption; and (2) the redemption and (ii) any such redemption occurs must occur within 90 days of the date of the closing of any such Equity Offering. (3b) If the Company becomes obligated At any time prior to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing AuthorityOctober 1, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date2006, the Company may, at any time, may also redeem all, but not part, all or a part of the Notes upon the occurrence of a Change of Control, upon not less than 30 nor more than 60 days prior notice (but in no event may any such redemption occur more than 90 days after the occurrence of such Change of Control) mailed by first-class mail to each Holder's registered address, at a redemption price equal to 100% of the principal amount thereofat maturity of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to the applicable date of redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. (c) On or after October 1, 2006, the Company may redeem all or a part of the Notes, upon not less than 30 nor more than 60 days notice, at the redemption prices (expressed as percentages of principal amount at maturity) set forth below plus accrued and unpaid interest and Additional Interest, if any, thereon, to (but excluding) the applicable redemption date, provided that at any time that if redeemed during the aggregate principal amount twelve-month period beginning on October 1 of the Notes outstanding is greater than $20.0 millionyears indicated below, any Holder of the Notes may, subject to the extent that it does not adversely affect rights of Holders of Notes on the Company’s after-tax position, at its option, waive relevant record date to receive interest on the Company’s compliance with relevant interest payment date: Year Percentage 2006............................................................................. 105.315% 2007 and thereafter.............................................................. 100.000% (d) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture. (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, at a redemption price equal to the greater of (a) the Canada Yield Price and (b) 100% of the aggregate principal amount of Notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to (but excluding) the redemption date. (5) Any prepayment pursuant to this Section 5 shall be made in accordance with the provisions of Sections 3.01 through 3.06 of the Indenturehereof.

Appears in 1 contract

Sources: Indenture (Osullivan Industries Inc)

Optional Redemption. (1a) Except as set forth The Notes may be redeemed, in clauses (2) whole or in part, at any time or from time to (4) of this Section 5time prior to December 15, the Notes shall not be redeemable 2018 at the option of the Company prior Company, at a redemption price equal to October 15, 2024. Beginning on October 15, 2024, the Company may redeem all or a part 100.0% of the Notes, at once or over time, in accordance with Section 3.03 principal amount of the IndentureNotes redeemed plus the Applicable Premium as of, at the redemption prices (expressed as percentages of principal amount) set forth below, plus and accrued and unpaid interest thereon on the Notes redeemedinterest, to (but excluding) if any to, the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date record date to receive interest due on the relevant Interest Payment Date). (b) At any time or from time to time on or after December 15, 2018, the Company, at its option, may redeem the Notes in whole or in part at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, together with accrued and unpaid interest, if any, to the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve12-month period commencing on October beginning December 15 of the years indicated below: 2024 102.25 Year Redemption Price 2018 103.938 % 2025 101.50 2019 102.625 % 2026 100.75 2020 101.313 % 2027 2021 and thereafter 100.00 100.000 % (2c) At any time prior to October In the event that on or before December 15, 20222018, the Company receives net cash proceeds from the sale of its Common Stock in one or more Equity Offerings, the Company may on any one or more occasions use an amount not greater than the amount of such net cash proceeds to redeem up to 4035% of the original aggregate principal amount of the all Notes issued under the Indenture, in accordance with Section 3.03 (calculated after giving effect to any issuance of the Indenture, Additional Notes) at a redemption price (expressed as a percentage of principal amount) equal to 104.50105.250% of the principal amount thereof, plus accrued and unpaid interest thereon interest, if any, to (but excluding) , the redemption date (subject to the right rights of Holders of record Notes on the relevant Regular Record Date regular record date to receive interest due on the relevant Interest Payment Date) with interest payment date that is on or prior to the net cash proceeds of one or more Equity Offeringsapplicable redemption date); provided, however, that provided that: (i1) at least 6065.0% of the aggregate principal amount of the Notes issued (calculated after giving effect to any issuance of Additional Notes) under this the Indenture (excluding Notes held by the Company and its Subsidiaries) remain remains outstanding immediately following such redemption and (ii) after giving effect to any such redemption; and (2) the redemption occurs within 90 not more than 120 days of after the date of the closing of any such Equity Offering. (3d) If the Company becomes obligated to pay any Additional Amounts because of a change The Notes may also be redeemed in the laws or regulations of Canada or any Canadian Taxing Authority, or a change certain circumstances set forth in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date, the Company may, at any time, redeem all, but not part, of the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to (but excluding) the redemption date, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes may, to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) 4.13 of the Indenture. (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, at a redemption price equal to the greater of (a) the Canada Yield Price and (b) 100% of the aggregate principal amount of Notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to (but excluding) the redemption date. (5) Any prepayment pursuant to this Section 5 shall be made in accordance with the provisions of Sections 3.01 through 3.06 of the Indenture.

Appears in 1 contract

Sources: Indenture (Group 1 Automotive Inc)

Optional Redemption. (1a) Except as set forth in clauses (2) to (4) of this Section 5, the Notes shall not be redeemable at the option of the Company At any time prior to October 15, 2024. Beginning on October 15, 20242012, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 107.250% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to but excluding the date of redemption (subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings by the Company; provided that: (1) at least 65% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to October 15, 2013, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (c) In addition, at any time and from time to time prior to October 15, 2013, but not more than once or over timein any twelve-month period, the Company may redeem, in accordance with Section 3.03 the aggregate, up to 10% of the Indentureoriginal aggregate principal amount of Notes issued under this Indenture at a redemption price of 103% of the principal amount thereof, plus accrued and unpaid interest, if any, to but excluding the applicable redemption date, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (d) Except pursuant to the preceding paragraphs (a), (b) and (c) of this Section 3.02, the Notes will not be redeemable at the Company’s option prior to October 15, 2013. (e) On or after October 15, 2013, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon interest, if any, on the Notes redeemed, to (but excluding) excluding the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date)redemption, if redeemed during the twelve-month period commencing beginning on October 15 of the years indicated below: 2024 102.25 % 2025 101.50 % 2026 100.75 % 2027 and thereafter 100.00 % (2) At any time prior to October 15, 2022, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes issued under the Indenture, in accordance with Section 3.03 of the Indenture, at a redemption price (expressed as a percentage of principal amount) equal to 104.50% of the principal amount thereof, plus accrued and unpaid interest thereon to (but excluding) the redemption date (subject to the right rights of Holders of record on the relevant Regular Record Date record date to receive interest due on the relevant Interest Payment Date) with interest payment date: 2013 103.625% 2014 101.812% 2015 and thereafter 100.000% Unless the net cash proceeds of one or more Equity Offerings; provided, however, that (i) at least 60% Company defaults in the payment of the aggregate principal amount of redemption price, interest will cease to accrue on the Notes issued under this Indenture (excluding Notes held by or portions thereof called for redemption on the Company and its Subsidiaries) remain outstanding immediately following such redemption and (ii) any such redemption occurs within 90 days of the date of the closing of any such Equity Offering. (3) If the Company becomes obligated to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date, the Company may, at any time, redeem all, but not part, of the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to (but excluding) the redemption date, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes may, to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture. (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, at a redemption price equal to the greater of (a) the Canada Yield Price and (b) 100% of the aggregate principal amount of Notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to (but excluding) the applicable redemption date. (5f) Any prepayment redemption pursuant to this Section 5 3.07 shall be made in accordance with pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturehereof.

Appears in 1 contract

Sources: Indenture (Calpine Corp)

Optional Redemption. (1a) Except as set forth in clauses (2) to (4) of this Section 5, the Notes shall not be redeemable at the option of the Company At any time prior to October 15, 2024. Beginning on October 15April 1, 2024, the Company may redeem all the Notes in whole or a part of the Notesin part, at once or over timeits option, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in accordance with Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon on the Notes redeemed, to (but excluding) the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period commencing on October 15 of the years indicated below: 2024 102.25 % 2025 101.50 % 2026 100.75 % 2027 and thereafter 100.00 % (2) At any time prior to October 15, 2022, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes issued under the Indenture, in accordance with Section 3.03 of the IndentureRegister, at a redemption price (expressed as a percentage of the principal amountamount of the Notes to be redeemed) equal to 104.50100.000% plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding, the date of redemption (the “Redemption Date”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to April 1, 2024, the Company may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage of the principal amount thereofof Notes to be redeemed) equal to 106.125%, plus accrued and unpaid interest thereon interest, if any, to (but excluding) , the redemption date (applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant Regular Record Date record date to receive interest due on the relevant Interest Payment Date) interest payment date, with the net cash proceeds received by the Company of one or more Equity OfferingsOfferings of the Company; provided, however, provided that (i) at least 60not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company and or any of its Restricted Subsidiaries) remain outstanding immediately following ), unless all such redemption and (ii) any Notes are redeemed substantially concurrently; provided, further that each such redemption occurs within 90 not later than 180 days of after the date of the closing of any such the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (3c) If Except pursuant to clauses (a) and (b) of this Section 5.6, the Company becomes obligated Notes will not be redeemable at the Company’s option prior to pay April 1, 2024. (d) At any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective time and from time to time on or after the Issue Date, the Company may, at any time, redeem all, but not part, of the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to (but excluding) the redemption date, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes may, to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture. (4) Prior to October 15April 1, 2024, the Company may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in accordance with Section 3.03 the Notes Register at the redemption prices (expressed as percentages of principal amount of the IndentureNotes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelvemonth period beginning on April 1 of each of the years indicated in the table below: Year Percentage 2024 103.063% 2025 101.531% 2026 and thereafter 100.000% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the greater 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 excluding, the date of (a) such redemption. In determining whether the Canada Yield Price and (b) 100Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be redeemed, plus, in each case, accrued and unpaid interest thereon to (but excluding) outstanding for the redemption datepurposes of such tender offer. (5f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (g) Any prepayment redemption pursuant to this Section 5 5.6 shall be made in accordance with pursuant to the provisions of Sections 3.01 5.1 through 3.06 of the Indenture5.6.

Appears in 1 contract

Sources: Indenture (loanDepot, Inc.)

Optional Redemption. (a) At any time and from time to time prior to June 1, 2020, the Company may redeem the Notes at its option, in whole or in part, 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, the applicable redemption date. (b) At any time prior to June 1, 2020, the Company may on any one or more occasions redeem Notes with cash equal to the net cash proceeds received by the Company from any Equity Offering at a redemption price equal to 111.500% of the principal amount thereof plus accrued and unpaid interest, if any, to the redemption date (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), in an aggregate principal amount for all such redemptions not to exceed 40% of the aggregate principal amount of the Notes issued under this Indenture, provided that: (1) Except as set forth in clauses each case, the redemption takes place not later than 180 days after the closing of the related Equity Offering, and (2) not less than 60% of the aggregate principal amount of the Notes (excluding Notes held by the Company or any of its Subsidiaries) issued under this Indenture remains outstanding immediately thereafter. (c) Except pursuant to the preceding paragraphs (4a) of this and (b) and Section 54.12(b) and 4.16(f) hereof, the Notes shall will not be redeemable at the Company’s option of the Company prior to October 15June 1, 2024. Beginning on October 152020. (d) On or after June 1, 20242020, the Company may on any one or more occasions redeem all or a part of the Notes, at once or over time, in accordance with Section 3.03 of the Indentureupon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon interest, if any, on the Notes redeemed, to (but excluding) the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date)redemption, if redeemed during the twelve-month period commencing on October 15 of the years indicated periods set forth below: 2024 102.25 % 2025 101.50 % 2026 100.75 % 2027 and thereafter 100.00 % (2) At any time prior to October 15, 2022, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes issued under the Indenture, in accordance with Section 3.03 of the Indenture, at a redemption price (expressed as a percentage of principal amount) equal to 104.50% of the principal amount thereof, plus accrued and unpaid interest thereon to (but excluding) the redemption date (subject to the right rights of Holders of record on the relevant Regular Record Date record date to receive interest due on the relevant Interest Payment Date) with interest payment date: June 1, 2020 to December 1, 2020 105.750 % December 1, 2020 and thereafter 100.000 % Unless the net cash proceeds of one or more Equity Offerings; provided, however, that (i) at least 60% Company defaults in the payment of the aggregate principal amount of redemption price, interest will cease to accrue on the Notes issued under this Indenture (excluding Notes held by or portions thereof called for redemption on the Company and its Subsidiaries) remain outstanding immediately following such redemption and (ii) any such redemption occurs within 90 days of the date of the closing of any such Equity Offering. (3) If the Company becomes obligated to pay any Additional Amounts because of a change in the laws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date, the Company may, at any time, redeem all, but not part, of the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to (but excluding) the redemption date, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes may, to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that ▇▇▇▇▇▇’s Notes pursuant to Section 3.07(3) of the Indenture. (4) Prior to October 15, 2024, the Company may redeem the Notes, in whole or in part, in accordance with Section 3.03 of the Indenture, at a redemption price equal to the greater of (a) the Canada Yield Price and (b) 100% of the aggregate principal amount of Notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to (but excluding) the applicable redemption date. (5e) Any prepayment redemption pursuant to this Section 5 3.07 or Sections 4.12(b) or 4.16(f) hereof shall be made in accordance with pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturehereof.

Appears in 1 contract

Sources: Indenture (Hc2 Holdings, Inc.)