Optional Redemption. (1) Except as set forth in clause (2) below, the Notes shall be redeemable in whole at any time or in part from time to time, at the Company’s option, prior to the Par Call Date, at a redemption price as calculated by the Company equal to the greater of: (a) 100% of the principal amount of the Notes to be redeemed; and (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. (3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premium.
Appears in 3 contracts
Sources: Supplemental Indenture (Vmware, Inc.), Tenth Supplemental Indenture (Vmware, Inc.), Ninth Supplemental Indenture (Vmware, Inc.)
Optional Redemption. (1) Except as set forth in clause (2) below, the Notes shall be redeemable in whole at any time or in part from time to time, at the Company’s option, prior to the Par Call Date, at a redemption price as calculated by the Company equal to the greater of: (a) 100% of the principal amount of the Notes to be redeemed; and or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 50 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption.
(2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
(3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premium.
Appears in 3 contracts
Sources: Sixth Supplemental Indenture (Vmware, Inc.), Fifth Supplemental Indenture (Vmware, Inc.), Fourth Supplemental Indenture (Vmware, Inc.)
Optional Redemption. (1) Except as set forth in clause (2) below, The Company may redeem the Notes shall be redeemable in whole Securities at any time in whole or in part from time to timepart, at the Company’s its option, prior to the Par Call Date, at a redemption price as calculated by the Company equal to the greater of: (a) • 100% of the principal amount of the Notes Securities to be redeemed; and (b) or • the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes Securities matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 50 basis points, plus, in the case of clauses (a) and (b)each case, accrued and unpaid interest, if any any, on the amount being redeemed to, but excluding, excluding the date of redemption.
(2) . If the Company elects to redeem any Notes Securities on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes Securities redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
(3) . Notice of redemption shall will be sent at least 10 but not more than 60 days before the redemption date to each Holder holder of record of the Notes Securities to be redeemed at its registered address. The notice of redemption for the Notes Securities will state, among other things, the series and amount of Notes Securities to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes Securities to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes Securities that have been called for redemption at the redemption date. If fewer than all of the Notes Securities are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes Securities or portions thereof for redemption from the outstanding Notes Securities not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premium.
Appears in 3 contracts
Sources: Sixth Supplemental Indenture (Vmware, Inc.), Fifth Supplemental Indenture (Vmware, Inc.), Fourth Supplemental Indenture (Vmware, Inc.)
Optional Redemption. Prior to July 15, 2034 (1) Except as set forth in clause (2) belowthe “Par Call Date”), the Notes shall be redeemable Company may redeem the Securities at its option, in whole or in part, at any time or in part from time to time, at the Company’s option, prior to the Par Call Date, at a redemption price (expressed as calculated by the Company equal to the greater of: a
(a) 100% of the principal amount of the Notes to be redeemed; and (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if discounted to the Notes redemption date (assuming the Securities matured on the Par Call Date (exclusive of interest accrued to the date of redemptionDate), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 20 basis pointspoints (0.200%) less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Securities to be redeemed, plus, in the case of clauses (a) and (b)either case, accrued and unpaid interest, if any on interest thereon to the amount being redeemed to, but excluding, the date of redemption.
(2) If the Company elects to redeem any Notes on redemption date. On or after the Par Call Date, the Company shall pay an amount may redeem the Securities, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes Securities being redeemed, plus accrued and unpaid interestinterest thereon to the redemption date. The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, if any, to, but excluding, the date of redemption.
(3) absent manifest error. Notice of any redemption shall will be sent mailed or electronically delivered (or otherwise transmitted in accordance with the Depositary’s procedures) at least 10 days but not more than 60 days before the redemption date to each Holder of record Securities to be redeemed. In the case of a partial redemption, selection of the Notes Securities for redemption will be made pro rata, by lot or by such other method as the Trustee in its sole discretion deems appropriate and fair. No Securities of a principal amount of $2,000 or less will be redeemed in part. If any Security is to be redeemed at its registered address. The in part only, the notice of redemption for that relates to the Notes Security will state, among other things, state the portion of the principal amount of Notes the Security to be redeemed. A new Security in a principal amount equal to the unredeemed portion of the Security will be issued in the name of the Holder of the Security upon surrender for cancellation of the original Security. For so long as the Securities are held by DTC (or another Depositary), the redemption date, of the redemption price Securities shall be done in accordance with the policies and procedures of the place or places that payment will be made upon presentation and surrender of Notes to be redeemedDepositary. Unless the Company defaults in the payment of the redemption price, on and after the redemption date interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes Securities or portions thereof called for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumredemption.
Appears in 3 contracts
Sources: Sixth Supplemental Indenture (Horton D R Inc /De/), Sixth Supplemental Indenture (Horton D R Inc /De/), Sixth Supplemental Indenture (DRH Regrem LXV, LLC)
Optional Redemption. (1a) [Intentionally Omitted]
(b) Except as set forth in clause pursuant to Section 3.07(d) or (2) belowe), the Notes shall will not be optionally redeemable in whole at by the Company; provided, however, the Company may acquire the Notes by means other than an optional redemption.
(c) [Intentionally Omitted]
(d) At any time or in part and from time to time, at the Company’s option, prior upon not less than 30 nor more than 60 days’ notice to the Par Call DateHolders, the Company may redeem some or all of the Notes at a redemption price as calculated by the Company equal to the greater of: (a) of 100% of the principal amount of the Notes to be redeemed; and (b) redeemed plus the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption.
(2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemedApplicable Premium, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of redemptionHolders of record on the record date to receive interest due on the interest payment date).
(3e) Notice of redemption The Company may, at its option, redeem the 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 sent irrevocable and given in accordance with Section 3.03), at least 10 but not more than 60 days before the a redemption date price equal to each Holder of record 100% of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will stateprincipal amount thereof, among other thingsplus accrued and unpaid interest thereon to, the amount of Notes to be redeemedbut excluding, the redemption date, premium, if any, and all Additional Amounts, if any, then due and which will become due on the date of redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment as a result of the redemption priceor otherwise, interest will cease if the Company determines in good faith that the Company 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 accrue on any Notes that have been called for redemption at the redemption date. If fewer than all pay Additional Amounts in respect of the Notes are pursuant to the terms and conditions thereof, which the Company 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 this 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 this Indenture (or, in the case of a successor Person, after the date of assumption by the successor person of the obligations thereunder) (each of the foregoing clauses (1) and (2), a “Change in Tax Law”). Notwithstanding the foregoing, the Company may not redeem the Notes under this provision if a Relevant Taxing Jurisdiction changes under this Indenture and the Company is 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. In the case of a Guarantor that becomes a party to this Indenture after the Issue Date or a successor Person (including a surviving entity), the Change in Tax Law must become effective after the date that such entity (or another Person organized or resident in the same jurisdiction) first makes a payment on the Notes. In the case of Additional Amounts required to be redeemed at any timepaid as a result of the Company conducting business in an Additional Taxing Jurisdiction, not more the Change in Tax Law must become effective after the date the Company begins to conduct the business giving rise to the withholding or deduction. Notwithstanding the foregoing, no such notice of redemption will be given (a) earlier than 45 90 days prior to the redemption dateearliest date on which the Company or any Guarantor, would be obliged to make such payment of Additional Amounts or withholding if a payment in respect of the Notes or the relevant Note Guarantee, as the case may be, were then due and (b) unless at the time such notice is given, the particular Notes obligation to pay Additional Amounts remains in effect. Prior to the giving of any notice of redemption pursuant to this Section 3.07(e), the Company will deliver to the Trustee:
(1) 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 Company so to redeem have occurred (including that such obligation to pay such Additional Amounts cannot be avoided by the Company or portions thereof for any Guarantor or surviving entity taking reasonable measures available to it); and
(2) a written opinion of independent tax advisers of recognized standing qualified under the laws of the Relevant Taxing Jurisdiction and reasonably satisfactory to the Trustee to the effect that the Company or a Guarantor or surviving entity, as the case may be, is or would be obligated to pay such Additional Amounts as a result of a Change in Tax Law. The foregoing provisions shall apply mutatis mutandis to any successor Person, after such successor ▇▇▇▇▇▇ becomes a party to this Indenture, with respect to a Change in Tax Law occurring after the time such successor Person becomes a party to this Indenture.
(f) Any redemption from the outstanding Notes not previously called pursuant to this Section 3.07 shall be selected in accordance with made pursuant to the procedures provisions of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumSections 3.01 through 3.06 hereof.
Appears in 3 contracts
Sources: Indenture (Sensata Technologies Holding PLC), Indenture (Sensata Technologies Holding PLC), Indenture (Sensata Technologies Holding N.V.)
Optional Redemption. (Prior to May 1) Except as set forth in clause (2) below, 2007, the Notes shall will be redeemable redeemable, in whole whole, at any time time, or in part part, from time to time, at the Company’s option, prior to option of the Par Call Date, Issuers upon not less than 30 nor more than 60 days' notice at a redemption price as calculated by the Company equal to the greater of: (a) sum of 100% of the principal amount of the Notes to be redeemed; and (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption.
(2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemedthereof, plus accrued and unpaid interestinterest and Liquidated Damages, if any, tothereon to the redemption date and the Make-Whole Amount (as defined in the Indenture). On or after May 1, but excluding2007, the date Notes will be redeemable in whole, at any time or in part, from time to time, at the option of redemption.
the Issuers upon not less than 30 nor more than 60 days' notice, at the redemption prices (3expressed as percentages of principal amount) Notice set forth below plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the redemption date, if redeemed during the twelve-month period beginning on May 1, of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% If less than all the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided that no Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be sent mailed by first class mail at least 10 30 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the notice of redemption for that relates to such Note shall state the Notes will state, among other things, portion of the principal amount of Notes thereof to be redeemed, . A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, the redemption price interest and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption priceLiquidated Damages, interest will if any, cease to accrue on any Notes that have been or portions of them called for redemption at (unless the redemption date. If fewer than all of the Notes are Issuers fail to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumredeem such Notes).
Appears in 3 contracts
Sources: Indenture (Equistar Funding Corp), Indenture (Equistar Chemicals Lp), Indenture (Lyondell Chemical Co)
Optional Redemption. (1a) Except as The Notes may be redeemed at the option of the Company pursuant to the terms set forth in (b), (c) and (d) below. With respect to a redemption pursuant to clause (2c) below, the Company shall give the Trustee notice of the related Redemption Price promptly after the determination thereof and the Trustee shall have no responsibility for determining such Redemption Price. Except as otherwise provided in this Article 3, Notes shall be redeemable redeemed in whole at accordance with the provisions of Article 3 of the Base Indenture.
(b) At any time or in part from time to time, at the Company’s option, prior to the Par Call DateJune 15, at a redemption price as calculated by 2023, the Company equal may, on any one or more occasions, redeem up to the greater of: (a) 10035% of the aggregate principal amount of the Notes to be redeemed; and (bincluding any Additional Notes) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption)issued under this Sixth Supplemental Indenture, discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 basis points, plus, upon notice as provided in the case of clauses (a) and (b)Indenture, accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption.
(2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount at a Redemption Price equal to 100105.875% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, toto but excluding the Redemption Date (subject to the rights of holders of Notes on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date), with an amount of cash not greater than the net cash proceeds of one or more Equity Offerings, provided that:
(i) at least 65% of the aggregate principal amount of Notes originally issued under this Sixth Supplemental Indenture on the date hereof (including any Additional Notes but excluding, excluding Notes held by the Company and its Subsidiaries) 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.
(c) At any time prior to June 15, 2023, the Company may, on any one or more occasions, redeem the Notes, in whole or in part, upon notice as provided in the Indenture, at a Redemption Price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium, and accrued and unpaid interest, if any, to but excluding the Redemption Date, subject to the rights of holders of Notes on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date.
(d) On or after June 15, 2023, the Company may, on any one or more occasions, redeem the Notes, in whole or in part, upon notice as provided in the Indenture, 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 but excluding the applicable Redemption Date, if redeemed during the twelve-month period beginning on June 15 of the years indicated below, subject to the rights of holders of Notes on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date: 2023 102.938 % 2024 101.469 % 2025 and thereafter 100.000 %
(e) Notwithstanding Section 3.02 of the Base Indenture, notice of redemption pursuant to this Section 3.01 may be conditioned on one or more conditions precedent specified in such notice. The Company shall notify the Trustee in writing promptly upon the satisfaction of any such conditions precedent.
(f) Notwithstanding Section 3.03 of the Base Indenture, Notes called for redemption shall become due on the date fixed for redemption, subject to the satisfaction of any conditions to the redemption.
(3g) Notice Notwithstanding Section 3.02 of the Base Indenture, notice of redemption pursuant to this Section 3.01 shall be sent delivered at least 10 but 15 and not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof date fixed for redemption from to the outstanding Notes not previously called shall be selected in accordance with holders of the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumNotes.
Appears in 2 contracts
Sources: Supplemental Indenture (WPX Energy, Inc.), Supplemental Indenture (WPX Energy, Inc.)
Optional Redemption. (1) Except as set forth in clause (2) below, The Notes are subject to redemption upon not less than 30 or more than 60 days’ notice to the Holders of the Notes shall to be redeemable redeemed as provided in whole the Indenture, at any time or in part from time to timetime prior to August 15, 2021, as a whole or in part, at the election of the Company’s option, prior to the Par Call Date, at a redemption price as calculated by the Company Redemption Price equal to the greater of: (ai) 100% of the principal amount of the Notes being redeemed, plus accrued interest to be redeemed; the Redemption Date and (bii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal of and interest thereon that would be due if on the Notes matured on the Par Call Date to be redeemed (exclusive not including any portion of payments of interest accrued to as of the date of redemption), Redemption Date) discounted to the date of redemption Redemption Date on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Adjusted Treasury Rate Rate, plus 15 30 basis pointspoints plus accrued interest to the Redemption Date. In addition, plus, the Notes are subject to redemption upon not less than 30 or more than 60 days’ notice to the Holders of the Notes to be redeemed as provided in the case of clauses (a) and (b)Indenture, accrued and unpaid interest, if at any on the amount being redeemed to, but excluding, the date of redemption.
(2) If the Company elects time or from time to redeem any Notes time on or after August 15, 2021, as a whole or in part, at the Par Call Dateelection of the Company, the Company shall pay an amount at a Redemption Price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest, if any, to, but excluding, interest to the date of redemption.
(3) Notice of redemption shall be sent at least 10 but not more Redemption Date If less than 60 days before the redemption date to each Holder of record of all the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes are to be redeemed, the selection of Notes for redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemedby the Trustee on a pro rata basis or by lot (whichever is consistent with the Trustee’s customary practice). Unless the Company defaults in the payment of such Redemption Price, from and after the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption dateRedemption Date, the particular Notes or portions thereof called for redemption from will cease to bear interest, and the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall Holders thereof will have no obligation right in respect of such Notes except the right to calculate any redemption price or premiumreceive the Redemption Price thereof.
Appears in 2 contracts
Sources: Second Supplemental Indenture (Williams Partners L.P.), Second Supplemental Indenture (Williams Partners L.P.)
Optional Redemption. (1a) Except as set forth in clause (2) below, The Obligor may redeem the Senior Notes shall be redeemable in whole at its option at any time in whole or in part from time part. If the Obligor elects to timeredeem the Senior Notes, at the Company’s option, prior to the Par Call Date, at it shall pay a redemption price as calculated by the Company Redemption Price equal to the greater of: of the following amounts, plus, in each case, accrued and unpaid interest thereon to, but not including, the Redemption Date:
(ai) 100% of the aggregate principal amount of the Senior Notes to be redeemedredeemed on the Redemption Date; and or
(bii) the sum of the present values of the remaining scheduled Remaining Scheduled Payments. In determining the present values of the Remaining Scheduled Payments, the Obligor shall discount such payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the then current Treasury Rate plus 15 25 basis points, plus, in . Any redemption pursuant to this Section 2.06(a) shall be made pursuant to the case provisions of clauses Section 2.06(b) through (ai) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemptionbelow.
(2b) If the Company Obligor elects to redeem any the Senior Notes on pursuant to the optional redemption provisions of Section 2.06(a) above, it shall furnish to the Trustee, at least 45 days (or after such shorter period as shall be acceptable to the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, toTrustee, but excluding, the date of redemption.
(3in no event less than 30 days) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record Redemption Date, an Officers’ Certificate setting forth (1) the Redemption Date, and (2) the CUSIP and/or ISIN numbers of the Senior Notes.
(c) If fewer than all the Senior Notes are to be redeemed, the particular Senior Notes to be redeemed at its registered address. shall be selected not more than 60 days prior to the Redemption Date by the Trustee from the Outstanding Senior Notes not previously called for redemption, pro rata, by lot or by such other method as the Trustee shall deem fair and appropriate, and may provide for the selection for redemption of portions (equal to the minimum authorized denomination for the Senior Notes or any integral multiple thereof) of the principal amount of Senior Notes of a denomination larger than the minimum authorized denomination for the Senior Notes.
(d) The notice Trustee shall promptly notify the Obligor in writing of the Senior Notes selected for redemption and, in the case of any Senior Notes selected for partial redemption, the principal amount thereof to be redeemed.
(e) For all purposes of this Fourth Supplemental Indenture, unless the context otherwise requires, all provisions relating to the redemption of Senior Notes shall relate, in the case of any Senior Note redeemed or to be redeemed only in part, to the portion of the principal of such Senior Note which has been or is to be redeemed.
(f) Notice of redemption for the Notes will state, among other things, the amount of Senior Notes to be redeemed, either in whole or in part, shall be given to the Holders thereof at the option of the Obligor, by first-class mail, postage prepaid, mailed not fewer than 30 nor more than 60 days prior to the Redemption Date, to each such Holder at such Holder’s last address appearing in the Security Register. All notices of redemption dateshall state:
(i) the Redemption Date;
(ii) the Redemption Price, or if not then ascertainable, the redemption price and manner of calculating the place or places that payment will Redemption Price;
(iii) if fewer than all Outstanding Senior Notes are to be made upon presentation and surrender redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) of the Senior Notes to be redeemedredeemed from the Holder to whom the notice is given and that on and after the Redemption Date, upon surrender of such Senior Note, a new Senior Note or Senior Notes in the aggregate principal amount equal to the unredeemed portion thereof shall be issued in accordance with Section 2.06(i);
(iv) that on the Redemption Date the Redemption Price shall become due and payable upon each Senior Note called for redemption, and that interest, if any, thereon shall cease to accrue from and after said date;
(v) the place where Senior Notes called for redemption are to be surrendered for payment of the Redemption Price, which shall be the office or agency maintained by the Obligor pursuant to Section 9.02 of the Indenture;
(vi) the name and address of the Paying Agent;
(vii) that the Senior Notes called for redemption must be surrendered to the Paying Agent to collect the Redemption Price; and
(viii) the CUSIP and/or ISIN number, and that no representation is made as to the correctness or accuracy of the CUSIP and/or ISIN number, if any, listed in such notice or printed on the Senior Notes. Unless Notice of redemption of Senior Notes shall be given by the Company defaults Obligor or, at the Obligor’s request, by the Trustee in the name and at the expense of the Obligor; provided, however, that if the Obligor requests the Trustee to give such notice, it shall provide an execution version of such notice to the Trustee at least five Business Days before such notice is required to be sent.
(g) On or prior to 10 a.m., New York City time, on any Redemption Date, the Obligor shall deposit with the Trustee or with a Paying Agent (or, if the Obligor is acting as its own Paying Agent, segregate and hold in trust as provided in Section 9.03 of the Indenture) an amount of money sufficient to pay the Redemption Price of, and accrued interest on, all the Senior Notes which are to be redeemed on that date.
(h) Notice of redemption having been given as aforesaid, the Senior Notes (or portions thereof) so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price plus accrued and unpaid interest to the Redemption Date therein specified, and from and after such date (unless the Obligor shall default in the payment of the redemption price, interest will Redemption Price) such Senior Notes shall cease to accrue on any bear interest. Upon surrender of such Senior Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures notice, such Senior Notes shall be paid by the Obligor at the Redemption Price. Any installment of DTCinterest due and payable on or prior to the Redemption Date shall be payable to the Holders of such Senior Notes registered as such on the relevant Record Date according to the terms and the provisions of Section 2.06 of the Indenture. The If any Senior Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor by the Senior Note.
(i) Any Senior Note that is to be redeemed only in part shall be surrendered at the office or agency maintained by the Obligor pursuant to Section 9.02 of the Indenture (with, if the Obligor or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Obligor and the Trustee duly executed by, the Holder thereof or the Holder’s attorney duly authorized in writing) and the Obligor shall execute and the Trustee shall have no obligation authenticate and deliver to calculate the Holder of such Senior Note without service charge and at the expense of the Obligor, a new Senior Note or Senior Notes, of any redemption price or premiumauthorized denomination as requested by such Holder in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of such Senior Note so surrendered.
Appears in 2 contracts
Sources: Fourth Supplemental Indenture (Agilent Technologies Inc), Fourth Supplemental Indenture (Agilent Technologies Inc)
Optional Redemption. Prior to September 15, 2030 (1) Except as set forth in clause (2) belowthe “Par Call Date”), the Notes shall be redeemable Company may redeem the Securities at its option, in whole or in part, at any time or in part from time to time, at the Company’s option, prior to the Par Call Date, at a redemption price (expressed as calculated by the Company equal to the greater of: a
(a) 100% of the principal amount of the Notes to be redeemed; and (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if discounted to the Notes redemption date (assuming the Securities matured on the Par Call Date (exclusive of interest accrued to the date of redemptionDate), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 20 basis pointspoints (0.200%) less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Securities to be redeemed, plus, in the case of clauses (a) and (b)either case, accrued and unpaid interest, if any on interest thereon to the amount being redeemed to, but excluding, the date of redemption.
(2) If the Company elects to redeem any Notes on redemption date. On or after the Par Call Date, the Company shall pay an amount may redeem the Securities, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes Securities being redeemed, plus accrued and unpaid interestinterest thereon to the redemption date. The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, if any, to, but excluding, the date of redemption.
(3) absent manifest error. Notice of any redemption shall will be sent mailed or electronically delivered (or otherwise transmitted in accordance with the Depositary’s procedures) at least 10 days but not more than 60 days before the redemption date to each Holder of record Securities to be redeemed. In the case of a partial redemption, selection of the Notes Securities for redemption will be made pro rata, by lot or by such other method as the Trustee in its sole discretion deems appropriate and fair. No Securities of a principal amount of $2,000 or less will be redeemed in part. If any Security is to be redeemed at its registered address. The in part only, the notice of redemption for that relates to the Notes Security will state, among other things, state the portion of the principal amount of Notes the Security to be redeemed. A new Security in a principal amount equal to the unredeemed portion of the Security will be issued in the name of the Holder of the Security upon surrender for cancellation of the original Security. For so long as the Securities are held by DTC (or another Depositary), the redemption date, of the redemption price Securities shall be done in accordance with the policies and procedures of the place or places that payment will be made upon presentation and surrender of Notes to be redeemedDepositary. Unless the Company defaults in the payment of the redemption price, on and after the redemption date interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes Securities or portions thereof called for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumredemption.
Appears in 2 contracts
Sources: Eighth Supplemental Indenture (Horton D R Inc /De/), Eighth Supplemental Indenture (Horton D R Inc /De/)
Optional Redemption. (1a) Except as The Notes may be redeemed at the option of the Company pursuant to the terms set forth in (b), (c) and (d) below. With respect to a redemption pursuant to clause (2c) below, the Company shall give the Trustee notice of the related Redemption Price promptly after the determination thereof and the Trustee shall have no responsibility for determining such Redemption Price. Except as otherwise provided in this Article 3, Notes shall be redeemable redeemed in whole at accordance with the provisions of Article 3 of the Base Indenture.
(b) At any time or in part from time to time, at the Company’s option, prior to the Par Call DateOctober 15, at a redemption price as calculated by 2022, the Company equal may, on any one or more occasions, redeem up to the greater of: (a) 10035% of the aggregate principal amount of the Notes to be redeemed; and (bincluding any Additional Notes) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption)issued under this Fourth Supplemental Indenture, discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 basis points, plus, upon notice as provided in the case of clauses (a) and (b)Indenture, accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption.
(2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount at a Redemption Price equal to 100105.250% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, toto but excluding the Redemption Date (subject to the rights of holders of Notes on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date), with an amount of cash not greater than the net cash proceeds of one or more Equity Offerings, provided that:
(i) at least 65% of the aggregate principal amount of Notes originally issued under this Fourth Supplemental Indenture on the date hereof (including any Additional Notes but excluding, excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and
(ii) the redemption occurs within 180 days of the date of redemptionthe closing of such Equity Offering.
(3c) Notice At any time prior to October 15, 2022, the Company may, on any one or more occasions, redeem the Notes, in whole or in part, upon notice as provided in the Indenture, at a Redemption Price equal to 100% of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record principal amount of the Notes redeemed, plus the Applicable Premium, and accrued and unpaid interest, if any, to be but excluding the Redemption Date, subject to the rights of holders of Notes on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date.
(d) On or after October 15, 2022, the Company may, on any one or more occasions, redeem the Notes, in whole or in part, upon notice as provided in the Indenture, 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 but excluding the applicable Redemption Date, if redeemed at its registered address. The during the twelve-month period beginning on October 15 of the years indicated below, subject to the rights of holders of Notes on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date: Year Percentage 2022 102.625 % 2023 101.750 % 2024 100.875 % 2025 and thereafter 100.000 %
(e) Notwithstanding Section 3.02 of the Base Indenture, notice of redemption for pursuant to this Section 3.01 may be conditioned on one or more conditions precedent specified in such notice. The Company shall notify the Notes will state, among other things, Trustee in writing promptly upon the amount satisfaction of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment any such conditions precedent.
(f) Notwithstanding Section 3.03 of the redemption priceBase Indenture, interest will cease to accrue on any Notes that have been called for redemption at shall become due on the redemption date. If fewer than all of the Notes are to be redeemed at any timedate fixed for redemption, not more than 45 days prior subject to the redemption date, satisfaction of any conditions to the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumredemption.
Appears in 2 contracts
Sources: Fourth Supplemental Indenture (WPX Energy, Inc.), Fourth Supplemental Indenture (WPX Energy, Inc.)
Optional Redemption. (1) Except as set forth described in clause clauses (2a) and (b) below, the Notes shall be are not redeemable in whole at any time or in part from time to time, at the Company’s option, option prior to their final Stated Maturity.
(a) At any time before the Par Call Date, the Company may redeem the Notes at its sole option, at any time in whole or from time to time in part, in principal amounts of $2,000 or any integral multiple of $1,000 in excess thereof, upon not less than 30 nor more than 60 days’ notice, at a redemption price as calculated by the Company equal to the greater of: of (ai) 100% of the principal amount of the Notes to be redeemed; redeemed and (bii) the sum of the present values of the remaining scheduled payments of principal and interest thereon on the Notes to be redeemed that would be have become due after the redemption date if the such Notes matured on the Par Call Date but for the redemption (exclusive not including any portion of such payments of interest accrued to but not including the date of redemption), redemption date) discounted to the redemption date of redemption on a semi-annual basis (assuming a 360-day year consisting of comprising twelve 30-day months) at the then current Treasury Rate plus 15 25 basis points, plus, in the case of clauses (a) and (b)each case, interest accrued and unpaid interest, if any on the amount being redeemed to, Notes to but excluding, not including the redemption date (provided that interest payments due on or prior to the redemption date will be paid to the record Holders of redemptionsuch Notes on the relevant record date).
(2b) If the Company elects to redeem any Notes on On or after the Par Call Date, the Company shall pay an amount may redeem the Notes at its sole option, at any time in whole or in part, 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, to be redeemed plus interest accrued and unpaid interest, if any, to, but excluding, the date of redemption.
(3) Notice of redemption shall be sent at least 10 thereon to but not more than 60 days before including the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place (provided that interest payments due on or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date will be paid to the record Holders of such Notes on the relevant record date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premium).
Appears in 2 contracts
Sources: Second Supplemental Indenture (Cimarex Energy Co), First Supplemental Indenture (Cimarex Energy Co)
Optional Redemption. (1a) Except as set forth in clause (2) belowSubject to Section 1.02 hereof, the Notes provisions of Article 11 of the Base Indenture, as supplemented by the provisions of this Supplemental Indenture, shall be redeemable in whole at apply to the Notes.
(b) At any time or in part and from time to time, the Notes of either series shall be redeemable, as a whole or in part, at the Company’s option, prior to the Par Call Date, at a redemption price as calculated by the Company Redemption Price equal to the greater of: of (ai) 100% of the aggregate principal amount of the Notes to be redeemed; and redeemed or (bii) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption)Remaining Scheduled Payments, discounted to the date of redemption Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at using a discount rate equal to the then current Treasury Rate plus 15 basis points, in the case of the 2016 Notes, 20 basis points, in the case of the 2021 Notes and 25 basis points, in the case of the 2041 Notes plus, in the case of clauses each of clause (ai) and or (bii), accrued and unpaid interest thereon to, but not including, the Redemption Date for such Notes.
(c) On and after the Redemption Date for a series of Notes, interest will cease to accrue on such Notes or any portion thereof called for redemption, unless the Company defaults in the payment of the Redemption Price and accrued interest, if any on any. On or before the amount being redeemed to, but excluding, Redemption Date for the date of redemption.
(2) If the Company elects to redeem any Notes on or after the Par Call DateNotes, the Company shall deposit with the Trustee or a Paying Agent, funds sufficient to pay an amount equal to 100% the Redemption Price of the Notes to be redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes of a series are to be redeemed, the Notes to be redeemed shall be selected by lot, on a pro-rata basis or by the Trustee by such method as the Trustee deems appropriate; provided, however that in no event, shall Notes of a principal amount of $2,000 or less be redeemed in part.
(d) Notice of any redemption shall be electronically delivered or mailed at least 30 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (b), shall be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but excludingnot including, the date of redemptionRedemption Date.
(3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premium.
Appears in 2 contracts
Sources: First Supplemental Indenture (Hewlett Packard Enterprise Co), First Supplemental Indenture (Juniper Networks Inc)
Optional Redemption. (1) Except as set forth in clause (2) below, the The Notes shall will be redeemable at the option of the Issuer, in whole or in part, at any time or in part time, and from time to time, at upon not less than 30 days’ nor more than 60 days’ notice. If the Company’s option, Notes are redeemed prior to [•], the Par Call Date, at a redemption price as calculated by the Company Redemption Price will be equal to the greater of: :
(a) 100% of the principal amount of the Notes to be redeemed; and , and
(b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if on the Notes matured on the Par Call Date to be redeemed (exclusive of interest accrued to the date of redemption), applicable Redemption Date) discounted to the date of redemption such Redemption Date on a semi-annual basis (semiannual basis, assuming a 360-day year consisting of twelve 30-day months) , at the then current Treasury Rate plus 15 [ • ] basis pointspoints (the “Applicable Premium”), plus, in the each case of clauses (a) and (b)) above, accrued and unpaid interest thereon to, but not including, the applicable Redemption Date; provided, however, that if the Redemption Date falls after the Record Date and on or prior to the corresponding Interest Payment Date, the Issuer will pay the full amount of accrued and unpaid interest, if any any, on such Interest Payment Date to the Holder of Notes at the close of business on the amount being redeemed to, but excluding, corresponding Record Date (instead of the date of holder surrendering its Notes for redemption.
(2) ). If the Company elects to redeem any Notes are redeemed on or after the Par Call Date[•], the Company shall pay an amount Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest, if any, interest thereon to, but excludingnot including, the date of redemptionsuch Redemption Date.
(3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premium.
Appears in 2 contracts
Sources: Indenture (OHI Healthcare Properties Limited Partnership), Indenture (OHI Asset (AR) Pocahontas, LLC)
Optional Redemption. (1a) Except as set forth in clause (2) below, The Company may redeem the Notes shall be redeemable in whole at any time prior to November 24, 2035 (three months prior to their maturity) (such date, the “Par Call Date”), at any time in whole or in part from time to timetime in part, in each case at the Company’s option, prior to the Par Call Date, at a redemption price (expressed as calculated by the Company a percentage of principal amount and rounded to three decimal places) equal to the greater of: :
(ai) 100% of the principal amount of the Notes to be redeemed; and and
(bii) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if discounted to the redemption date (assuming the Notes to be redeemed matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate Rate, plus 15 basis points, less interest accrued to the redemption date, plus, in the case of clauses (a) and (b)either case, accrued and unpaid interest, if any, to but excluding the redemption date. In addition, at any on the amount being redeemed totime and from time to time, but excluding, the date of redemption.
(2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount may redeem the Notes at their option at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, to but excluding, the date of redemption.
(3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at excluding the redemption date. If fewer than all Notwithstanding the foregoing, installments of interest on Notes that are due and payable on interest payment dates falling on or prior to a redemption date will be payable on the interest payment date to the registered holders as of the close of business on the relevant record date according to the Notes are and this Indenture.
(b) Except pursuant to the preceding paragraphs, the Notes will not be redeemed redeemable at any time, not more than 45 days the Company’s option prior to the applicable Par Call Date.
(c) Any redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called pursuant to this Section 3.07 [Optional Redemption] shall be selected made pursuant to the provisions of Sections 3.01 [Notices to Trustee] through 3.06 [Notes Redeemed or Purchased in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumPart] hereof.
Appears in 2 contracts
Optional Redemption. (1a) Except The provisions of Article XI of the Base Indenture, as set forth in clause supplemented by the provisions of this Supplemental Indenture, shall apply to the Notes.
(2b) belowAt any time and from time to time, the Notes shall be redeemable in redeemable, as a whole at any time or in part from time to timepart, at the Company’s option, on at least 30 days, but not more than 60 days, prior notice mailed to the Par Call Dateregistered address of each Holder of the Notes to be redeemed, at a redemption price as calculated by the Company Redemption Price equal to the greater of: of (ai) 100% of the principal amount of the Notes to be redeemed; and , or (bii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of interest and principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to and unpaid to, but not including, the date of redemption), Redemption Date) discounted to the date of redemption Redemption Date on a semi-annual basis (semiannual basis, assuming a 360-day year consisting of twelve 30-day months) , at the then current Treasury Rate plus 15 25 basis points, plus, in either case, accrued and unpaid interest to, but not including, the case Redemption Date for such Notes; provided, however, if the Redemption Date is after a Regular Record Date and on or prior to a corresponding Interest Payment Date, such accrued and unpaid interest will be paid on the Redemption Date to the holder of clauses record on the Regular Record Date.
(ac) On and (b)after the Redemption Date for such Notes, interest will cease to accrue on such Notes or any portion thereof called for redemption, unless the Company defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Company shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and accrued and unpaid interest, if any, on such Notes. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee by such method as the Trustee and the Depositary deems appropriate; provided, however, that in no event, shall Notes of a principal amount of $1,000 or less be redeemed in part.
(d) Notice of any on redemption shall be mailed at least 30 days but not more than 60 days before the amount being redeemed toRedemption Date to each Holder of the Notes to be redeemed; provided, but excludinghowever, that if the Trustee is asked to give such notice it shall be notified in writing of such request at least 15 days prior to the date of redemption.
the giving of such notice (2unless a shorter notice shall be satisfactory to the Trustee). Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Company elects Redemption Price cannot be determined at the time such notice is to redeem any Notes on or after the Par Call Datebe given, the Company actual Redemption Price, calculated as described above in clause (b), shall pay be set forth in an amount equal to 100% Officer’s Certificate of the principal amount Company delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes redeemedcalled for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but excludingnot including, the date of redemptionRedemption Date.
(3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premium.
Appears in 2 contracts
Sources: Third Supplemental Indenture (Schwab Charles Corp), Third Supplemental Indenture (Schwab Charles Corp)
Optional Redemption. (1a) Except as set forth in clause (2) below, the The Secured Notes shall be redeemable by the Issuer (x) (i) in whole (with respect to all Classes of Secured Notes) but not in part on any Business Day after the end of the Non-Call Period from Sale Proceeds and/or Refinancing Proceeds if directed in writing by the Collateral Manager or a Majority of the Subordinated Notes (with the consent of the Collateral Manager) or (ii) in part by Class from Refinancing Proceeds on any Business Day after the end of the Non-Call Period if directed in writing by the Collateral Manager or a Majority of the Subordinated Notes (with the consent of the Collateral Manager), as long as the Secured Notes to be redeemed represent not less than the entire Class of such Secured Notes or (y) in whole (with respect to all Classes of Secured Notes) but not in part from Sale Proceeds on any Business Day following the end of the Non-Call Period if the Collateral Principal Amount is less than 15% of the Target Initial Par Amount and if directed in writing by the Collateral Manager (each such redemption referred to in clause (y), a “Clean-Up Call Redemption” and, together with each redemption referred to in clause (x), an “Optional Redemption”). In connection with any such redemption, the Secured Notes to be redeemed shall be redeemed at the applicable Redemption Prices (subject, in the case of an Optional Redemption of the Secured Notes, to the right of Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes to elect to receive less than 100% of the Redemption Price that would otherwise be payable to the Holders of such Class of Secured Notes pursuant to Section 9.2(h)) and the Person or Persons entitled to give the above described written direction must provide the above described written direction to the Issuer and the Trustee not later than 14 Business Days (or such shorter period of time as the Trustee and the Collateral Manager find reasonably acceptable) prior to the date on which such redemption is to be made; provided that, all Secured Notes to be redeemed must be redeemed simultaneously. Any such redemption must comply with the procedures described in Section 9.4. Notwithstanding anything to the contrary herein, an Optional Redemption or a Clean-Up Call Redemption may occur on any Business Day following the end of the Reinvestment Period.
(b) The Subordinated Notes may redeemed, in whole but not part, on any Business Day on or after the redemption or repayment in full of the Secured Notes, at the direction of a Majority of the Subordinated Notes.
(c) The Secured Notes may be redeemed in whole from Refinancing Proceeds and/or Sale Proceeds as provided in Section 9.2(a)(x)(i) or Section 9.2(a)(y) or in part by Class from time Refinancing Proceeds as provided in Section 9.2(a)(x)(ii) by a Refinancing; provided that, the terms of such Refinancing and any financial institutions acting as lenders thereunder or purchasers thereof must be acceptable to time(x) the Collateral Manager (including any requirements of the U.S. Risk Retention Rules and/or the Securitization Laws triggered by such Refinancing) and (y) if the Subordinated Notes directed such Refinancing, a Majority of the Subordinated Notes, and such Refinancing otherwise satisfies the conditions described below. Prior to effectuating any Refinancing, the Issuer shall, in relation to such Refinancing, provide notice to each Rating Agency.
(d) In the case of a Refinancing upon a redemption of the Secured Notes in whole but not in part pursuant to Section 9.2(a), such Refinancing will be effective only if (I) the Collateral Manager has certified to the Trustee and the Issuer in writing that (i) the Refinancing Proceeds and all other available funds (including, without limitation, any amounts on deposit in, or to be deposited into, the Supplemental Reserve Account that are designated to pay fees, costs, charges and expenses incurred in connection with such Refinancing and the proceeds of any Contribution) will be at least sufficient to redeem simultaneously the Secured Notes then required to be redeemed, in whole but not in part at the Company’s option, prior Redemption Price thereof (subject to the Par Call Date, at a redemption price as calculated any election by the Company equal to the greater of: (a) Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes to receive less than 100% of the Redemption Price pursuant to Section 9.2(h)), (ii) the reasonable fees, costs, charges and expenses incurred in connection with such Refinancing have been paid or will be adequately provided for from (x) the Refinancing Proceeds, (y) any amounts on deposit in, or to be deposited into, the Supplemental Reserve Account that are designated to pay fees, costs, charges and expenses incurred in connection with such Refinancing and (z) all other available amounts, including the proceeds of Contributions (it being understood that expenses owed to Persons that the Collateral Manager informs the Trustee will be paid solely as Administrative Expenses may be paid as Administrative Expenses on or after the applicable Redemption Date in compliance with the Priority of Payments and Article X), (iii) the Refinancing Proceeds, the Sale Proceeds, if any, and other available funds are used (to the extent necessary) to make such redemption and (iv) the agreements relating to the Refinancing contain limited recourse and non-petition provisions equivalent (mutatis mutandis) to those contained in Section 13.1(d) and Section 2.7(i) or (II) the Distribution Report prepared and delivered in respect of the scheduled Redemption Date indicates the payment in full on such Redemption Date from Refinancing Proceeds and all other available funds of (A) all Administrative Expenses payable under the Priority of Payments (regardless of the Administrative Expense Cap), (B) all accrued and unpaid amounts (if any) due to any Hedge Counterparty, (C) all accrued and unpaid Collateral Management Fees and (D) the applicable Redemption Prices of the Secured Notes.
(e) In the case of a Refinancing upon a redemption of the Secured Notes in part by Class pursuant to Section 9.2(a), such Refinancing will be effective only if the Collateral Manager has certified to the Trustee and the Issuer in writing that: (i) notice has been provided to each Rating Agency, (ii) the Refinancing Proceeds and all other available amounts (including, without limitation, the proceeds of any Contribution, Interest Proceeds available pursuant to the Priority of Payments and Partial Redemption Interest Proceeds, as applicable) will be at least sufficient to pay in full the aggregate Redemption Prices of the entire Class or Classes of Secured Notes subject to Refinancing, (iii) the Refinancing Proceeds are used (to the extent necessary) to make such redemption, (iv) the agreements relating to the Refinancing contain limited recourse and non-petition provisions equivalent (mutatis mutandis) to those contained in Section 13.1(d) and Section 2.7(i), (v) the principal amount of the Refinancing Obligations for each redeemed Class is equal to the Aggregate Outstanding Amount of the Notes of such Class being redeemed with the proceeds of such obligations, (vi) the stated maturity of each class of the Refinancing Obligations is no earlier than the corresponding Stated Maturity of each Class of Secured Notes being refinanced, (vii) the reasonable fees, costs, charges and expenses incurred in connection with such Refinancing have been paid or will be adequately provided for on or prior to the second Payment Date immediately following such Refinancing (provided that, such payment will not be subject to the Administrative Expense Cap) from (x) the Refinancing Proceeds, (y) any amounts on deposit in, or to be redeemed; deposited into, the Supplemental Reserve Account that are designated to pay fees, costs, charges and expenses incurred in connection with such Refinancing and (bz) all other available amounts, including the proceeds of Contributions, Interest Proceeds available pursuant to the Priority of Payments and Partial Redemption Interest Proceeds, as applicable (it being understood that expenses owed to Persons that the Collateral Manager informs the Trustee will be paid solely as Administrative Expenses may be paid as Administrative Expenses on or after the applicable Redemption Date in compliance with the Priority of Payments and Article X), (viii) (x) the sum of spread over the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date Benchmark (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 basis points, plusor, in the case of clauses a Refinancing of the Fixed Rate Notes, the Interest Rate) with respect to the Refinancing Obligations providing the Refinancing Proceeds to redeem any Class of Secured Notes does not exceed the spread over the Benchmark (aor, in the case of a Refinancing of the Fixed Rate Notes, the Interest Rate) of such Class of Secured Notes being redeemed or (y) the Global Rating Agency Condition is satisfied and the weighted average spread over the Benchmark (or, in the case of a Refinancing of the Fixed Rate Notes, the Interest Rate) with respect to the Refinancing Obligations does not exceed the weighted average spread over the Benchmark (or, in the case of a Refinancing of the Fixed Rate Notes, the Interest Rate) of the Class (or Classes, as applicable) of Secured Notes being refinanced, (ix) the Refinancing Obligations are subject to the Priority of Payments and do not rank higher in priority pursuant to the Priority of Payments than the Class of Secured Notes being refinanced, (x) such redemption is conducted using only Refinancing Proceeds and amounts otherwise provided for such purpose under this Indenture (including, but not limited to, amounts on deposit in the Supplemental Reserve Account) and not with Sale Proceeds, (bxi) the voting rights, consent rights, redemption rights and all other rights of the Refinancing Obligations are the same as the rights of the Class of Secured Notes being refinanced (except that, at the Issuer’s election, the Non-Call Period with respect to the Refinancing Obligations may be extended as it applies to a subsequent Refinancing in part by Class or Re-Pricing), accrued and unpaid interest(xii) Tax Advice is delivered to the Issuer (with a copy to the Trustee), if any on in form and substance satisfactory to the amount being redeemed toCollateral Manager, but excluding, to the date of redemptioneffect that such Refinancing will not result in the Issuer becoming subject to U.S. federal income tax with respect to its net income.
(2f) If The Holders of the Company elects to redeem Subordinated Notes will not have any Notes on or after cause of action against any of the Par Call DateIssuer, the Company Collateral Manager, the Collateral Administrator or the Trustee for any failure to obtain a Refinancing. If a Refinancing is obtained meeting the requirements specified above as certified by the Collateral Manager, the Issuer and the Trustee shall pay an amount equal amend this Indenture to 100% the extent necessary to reflect the terms of the principal amount Refinancing and no further consent for such amendments shall be required from the Holders of Notes other than the Holders of the Subordinated Notes directing the redemption (if any). The Trustee shall not be obligated to enter into any amendment that, in its view, adversely affects its duties, obligations, liabilities or protections hereunder, and the Trustee shall be entitled to conclusively rely upon an Officer’s certificate or Opinion of Counsel as to matters of law (which may be supported as to factual (including financial and capital markets) matters by any relevant certificates and other documents necessary or advisable in the judgment of counsel delivering such Opinion of Counsel) provided by the Issuer to the effect that such amendment meets the requirements specified above and is permitted under this Indenture without the consent of the Holders of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
(3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place except that such Officer or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee counsel shall have no obligation to calculate certify or opine as to the sufficiency of the Refinancing Proceeds, or the sufficiency of any Accountants’ Report required pursuant to Section 7.18).
(g) In the event of any redemption price pursuant to this Section 9.2, the Issuer shall, at least 14 Business Days prior to the Redemption Date (or premiumsuch shorter period of time as the Trustee and the Collateral Manager find reasonably acceptable), notify the Trustee in writing of such Redemption Date, the applicable Record Date, the principal amount of Secured Notes to be redeemed on such Redemption Date and the applicable Redemption Prices; provided that, failure to effectuate any Optional Redemption which is withdrawn by the Issuer in accordance with this Indenture or with respect to which a Refinancing fails to occur shall not constitute an Event of Default.
(h) In connection with any Optional Redemption of the Secured Notes, Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes may elect to receive less than 100% of the Redemption Price that would otherwise be payable to the Holders of such Class of Secured Notes.
Appears in 2 contracts
Sources: Indenture (Apollo Debt Solutions BDC), Indenture (Apollo Debt Solutions BDC)
Optional Redemption. (1) Except as set forth in clause (2) belowThe Issuer may redeem all or, the Notes shall be redeemable in whole at any time or in part from time to time, a part of the Notes, at the Company’s its option, prior to the Par Call Date, at a redemption price as calculated by the Company equal to the greater of: (a) 100% of the principal amount of the Notes plus accrued interest to the redemption date, plus the excess of:
(a) as determined by the calculation agent (which shall initially be redeemed; and (b) the Trustee), the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if on the Notes matured on the Par Call Date (exclusive being redeemed not including any portion of such payment of interest accrued to on the date of redemption), from the redemption date to the maturity date, discounted to the redemption date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 50 basis points, plus, in the case of clauses (a) and ; over
(b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption.
(2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes being redeemed. If the optional redemption date is on or after an interest record date and on or before the related interest payment date, plus the accrued and unpaid interest, if any, towill be paid to the Person in whose name the Note is registered at the close of business on such record date, but excludingand no additional interest will be payable to beneficial Holders whose Notes will be subject to redemption by the Issuer. In the case of any partial redemption, the date of redemption.
(3) Notice of Trustee will select the Notes for redemption shall be sent at least 10 but not more than 60 days before in compliance with the redemption date to each Holder of record requirements of the principal securities exchange, if any, on which the Notes are listed or, if the Notes are not listed, then by lot, on a pro rata basis, or by such other method as the Trustee in its sole discretion will deem to be fair and appropriate, although no Note of $75,000 in original principal amount or less will be redeemed in part. If any Note is to be redeemed at its registered address. The in part only, the notice of redemption for relating to that Note will state the Notes will state, among other things, portion of the principal amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes thereof to be redeemed. Unless A new Note in principal amount equal to the Company defaults unredeemed portion thereof will be issued and delivered to the Trustee, or in the payment case of Definitive Notes, issued in the name of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all Holder thereof upon cancellation of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumoriginal Note.
Appears in 2 contracts
Sources: Indenture (Fresenius Medical Care AG & Co. KGaA), Supplemental Indenture (Fresenius Medical Care AG & Co. KGaA)
Optional Redemption. (1a) Except as set forth in clause (2) At any time and from time to time during the twelve-month period commencing on [ , 2006] of the years indicated below, the Company may redeem all or any portion of the Notes shall be redeemable in whole at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest on the Notes redeemed, to the applicable redemption date (subject to the right of Holders of record on the Regular Record Date to receive interest due on the relevant Interest Payment Date): 2006 [ ]%2 2007 [ ]% 2008 and thereafter [100.00 ]%
(b) At any time prior to [ ], 2006, the Company may redeem all or in part from time to any portion of the Notes, at once or over time, at after giving the Company’s option, prior to the Par Call Daterequired notice under this Indenture, at a redemption price as calculated by the Company equal to the greater of:
(ai) 100100.0% of the principal amount of the Notes to be redeemed; and and
(bii) the sum of the present values of (A) the redemption price of the Notes at [ ], 2006 (as set forth in Section 3.07(a) above) and (B) the remaining scheduled payments of principal interest from the redemption date to [ ], 2006, but excluding accrued and unpaid interest thereon that would be due if to the Notes matured redemption date, discounted to the redemption date at the Treasury Rate (determined on the Par Call Date (exclusive of interest accrued to second Business Day immediately preceding the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 [ ]3 basis points, ; plus, in the case of clauses (a) and (b)either case, accrued and unpaid interest, if any to the redemption date (subject to the right of Holders of record on the amount being redeemed toRegular Record Date to receive interest due on the relevant Interest Payment Date). Any notice to the Holders of Notes of a redemption pursuant to this Section 3.07(b) shall include the appropriate calculation of the redemption price, but excludingneed not include the redemption price itself. The actual redemption price, calculated as described above, shall be set forth in an Officers’ Certificate delivered to the date of redemptionTrustee no later than two Business Days prior to the redemption date.
(2c) If the Company elects At any time and from time to redeem any Notes on or after the Par Call Datetime prior to[ ], 2007, the Company shall pay an amount equal may redeem up to 10035.0% of the aggregate principal amount of the Notes redeemedissued under this Indenture at a redemption price (expressed as a percentage of principal amount) equal to %4 of the principal amount thereof, plus accrued and unpaid interestinterest to the redemption date (subject to the right of Holders of record on the Regular Record Date to receive interest due on the relevant Interest Payment Date) with the net cash proceeds of one or more Equity Offerings by the Company or the direct or indirect parent of the Company (to the extent, if anyin the case of the direct or indirect parent, tothat the net cash proceeds of the Equity Offerings are contributed to the common or non-redeemable preferred equity capital of the Company); provided, but excludinghowever, that after giving effect to any such redemption, at least 65.0% of the date aggregate principal amount of the Notes initially issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after giving effect to such redemption. Any such redemption shall be made within 75 days of such Equity Offering upon not less than 30 nor more than 60 days’ prior notice.
(3d) Notice of redemption Any prepayment pursuant to this Section 3.07 shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior pursuant to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures provisions of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumSections 3.01 through 3.06 hereof.
Appears in 2 contracts
Sources: Indenture (Intermedia Communications Inc), Indenture (Digex Inc/De)
Optional Redemption. (1) Except as set forth in clause (2) below, the The Notes shall of any series will be redeemable in whole at any time in whole or in part from time to timetime in part at the option of the Obligor, regardless of whether the Notes of any other series are to be redeemed, at the Company’s option, prior to the Par Call Date, at a redemption price as calculated by the Company Redemption Price equal to the greater of: :
(a1) 100% of the principal amount of the Notes to be being redeemed; and , or
(b2) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if on the Notes matured being redeemed (not including any portion of such payments of interest on the Par Call Date (exclusive of interest Notes accrued to the date of redemption), Redemption Date) from the Redemption Date to the Maturity Date discounted to the date of redemption Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the then current Treasury Rate plus 15 the number of basis points, if any, provided for with respect to such series of Notes being redeemed; plus, in the case of clauses for (a1) and or (b)2) above, whichever is applicable, accrued and unpaid interest, if any interest on the amount being redeemed to, but excluding, the date of redemption.
(2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
(3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered addressto, but not including, the Redemption Date. The Treasury Rate shall be calculated on the third Business Day preceding the Redemption Date and notice thereof shall promptly be given by the Obligor to the Trustee. Any redemption pursuant to this Section 10.07 shall be made pursuant to the provisions of redemption for Section 10.01 through 10.06. Notwithstanding anything in this Section 10.07 to the Notes will state, among other thingscontrary, the amount Obligor may provide pursuant to Section 2.01(1)(v)(j) for optional redemption provisions with respect to a series of Notes to be redeemedin addition to, or in substitution of, the redemption date, the redemption price provision contained in this Section 10.07 and the place or places that payment will be made upon presentation and surrender may provide with respect to a series of Notes for an optional redemption provision identical to be redeemed. Unless the Company defaults provision contained in the payment this Section but providing for different definitions of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumterms “Comparable Treasury Issue,” “Comparable Treasury Price,” “Reference Treasury Dealer,” “Reference Treasury Dealer Quotations” and “Treasury Rate.”
Appears in 2 contracts
Sources: Indenture (Pepsico Inc), Indenture (Pepsi Bottling Group Inc)
Optional Redemption. (1a) Except as set forth in clause (2) belowSubject to Section 10.1(b), the Outstanding Notes shall be redeemable are subject to redemption in whole at any time or whole, but not in part from time to timepart, at the Company’s optiondirection of the Issuer on the Redemption Date. If the Outstanding Notes, prior or some portion thereof, are to be redeemed pursuant to this Section 10.1(a), the Issuer shall furnish notice of such election to the Par Call Date, at a redemption price as calculated by Indenture Trustee not later than the Company equal to close of business on the greater of: first (a1st) 100% Business Day of the principal amount month in which the Redemption Date occurs and the Issuer shall deposit by 10:00 A.M. New York City time on the Redemption Date with the Paying Agent in the Collection Account the Redemption Price of the Notes to be redeemed; and (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would , whereupon all such Notes shall be due if the Notes matured and payable on the Par Call Redemption Date (exclusive upon the furnishing of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption.
(2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
(3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date notice complying with Section 10.2 to each Holder of record the Notes.
(b) Upon the occurrence of a Change of Control, the Outstanding Notes are subject to redemption in whole, but not in part, at the discretion of the Issuer on the Redemption Date at the Change of Control Redemption Price. If the Outstanding Notes, or some portion thereof, are to be redeemed pursuant to this Section 10.1(b), the Issuer shall furnish notice of such election to the Indenture Trustee not later than the close of business on the ninetieth (90th) day subsequent to the date on which the Change of Control occurs and the Issuer shall deposit by 10:00 A.M. New York City time on the Redemption Date with the Paying Agent in the Collection Account the Change of Control Redemption Price of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, whereupon all such Notes shall be due and payable on the redemption date, Redemption Date upon the redemption price and the place or places that payment will be made upon presentation and surrender furnishing of Notes a notice complying with Section 10.2 to be redeemed. Unless the Company defaults in the payment each Holder of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumNotes.
Appears in 2 contracts
Sources: Indenture (Diversified Energy Co PLC), Indenture (Diversified Energy Co PLC)
Optional Redemption. (1) Except as set forth in clause (2) below, the The Notes shall will be redeemable at the option of the Issuer, in whole or in part, at any time or in part time, and from time to time, at upon not less than 15 days’ nor more than 60 days’ notice. If the Company’s option, Notes are redeemed prior to the Par Call Date, at a redemption price as calculated by the Company Redemption Price will be equal to the greater of: :
(a) 100% of the principal amount of the Notes to be redeemed; and , and
(b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if on the Notes matured on the Par Call Date to be redeemed (exclusive of interest accrued to the date of redemption)applicable Redemption Date) assuming that such Notes matured, and that interest on such Notes was payable, on the Par Call Date, discounted to the date of redemption such Redemption Date on a semi-annual basis (semiannual basis, assuming a 360-day year consisting of twelve 30-day months) , at the then current Treasury Rate plus 15 30 basis pointspoints (the “Applicable Premium”), plus, in the each case of clauses (a) and (b)) above, accrued and unpaid interest thereon to, but not including, the applicable Redemption Date; provided, however, that if the Redemption Date falls after the Record Date and on or prior to the corresponding Interest Payment Date, the Issuer will pay the full amount of accrued and unpaid interest, if any any, on such Interest Payment Date to the Holder of Notes at the close of business on the amount being redeemed to, but excluding, corresponding Record Date (instead of the date of holder surrendering its Notes for redemption.
(2) ). If the Company elects to redeem any Notes are redeemed on or after the Par Call Date, the Company shall pay an amount Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest, if any, interest thereon to, but excludingnot including, the date of redemptionsuch Redemption Date.
(3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premium.
Appears in 2 contracts
Sources: Indenture (Omega Healthcare Investors Inc), Indenture (OHI Healthcare Properties Limited Partnership)
Optional Redemption. (1) Except as set forth in clause (2) below, the The Notes shall of any series will be redeemable in whole at any time in whole or in part from time to timetime in part at the option of the Obligor, regardless of whether the Notes of any other series are to be redeemed, at the Company’s option, prior to the Par Call Date, at a redemption price as calculated by the Company Redemption Price equal to the greater of: :
(a1) 100% of the principal amount of the Notes to be being redeemed; and , or
(b2) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if on the Notes matured being redeemed (not including any portion of such payments of interest on the Par Call Date (exclusive of interest Notes accrued to the date of redemption), Redemption Date) from the Redemption Date to the Maturity Date discounted to the date of redemption Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the then current Treasury Rate plus 15 the number of basis points, if any, provided for with respect to such series of Notes being redeemed; plus, in the case of clauses for (a1) and or (b)2) above, whichever is applicable, accrued and unpaid interest, if any interest on the amount being redeemed to, but excluding, the date of redemption.
(2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
(3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered addressto, but not including, the Redemption Date. The Treasury Rate shall be calculated on the third Business Day preceding the Redemption Date and notice thereof shall promptly be given by the Obligor to the Trustee. Any redemption pursuant to this Section 10.07 shall be made pursuant to the provisions of redemption for Section 10.01 through 10.06. Notwithstanding anything in this Section 10.07 to the Notes will state, among other thingscontrary, the amount Obligor may provide pursuant to Section 2.01(1)(v)(j) for optional redemption provisions with respect to a series of Notes to be redeemedin addition to, or in substitution of, the redemption date, the redemption price provision contained in this Section 10.07 and the place or places that payment will be made upon presentation and surrender may provide with respect to a series of Notes for an optional redemption provision identical to be redeemed. Unless the Company defaults provision contained in the payment this Section 10.07 but providing for different definitions of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumterms “Comparable Treasury Issue,” “Comparable Treasury Price,” “Reference Treasury Dealer,” “Reference Treasury Dealer Quotations” and “Treasury Rate.”
Appears in 2 contracts
Sources: Indenture (Pepsico Inc), Indenture (Bottling Group LLC)
Optional Redemption. (1a) Except as set forth in clause (2) below, the The Notes shall be redeemable in accordance with the provisions of Article 11 of the Base Indenture, except to the extent otherwise provided herein, in whole at any time or in part from time to time, at (i) on or after March 31, 2021 (the Company’s option, "Earliest Redemption Date") or (ii) any time prior to the Par Call DateMaturity Date upon the occurrence of a Tier 2 Capital Event or a Tax Event, at a redemption price as calculated by or if the Company equal is required to register as an investment company pursuant to the greater of: Investment Company Act of 1940, as amended (a15 U.S.C. 80a-1 et seq.); provided that no partial redemption shall be effected (A) 100% unless at least $10 million aggregate principal amount of the Notes shall remain Outstanding after giving effect to such redemption (B) if the principal amount of the Notes shall have been accelerated and such acceleration has not been rescinded, or (C) unless all accrued and unpaid interest shall have been paid in full on all Outstanding Notes terminating on or before the Redemption Date. In addition, the Company may not exercise its right to be redeemed; and redeem any of the Notes prior to the Maturity Date without the prior approval of the Federal Reserve.
(b) The Company may, in its discretion from time to time without the sum consent of any Holders of Notes, elect to extend the Earliest Redemption Date applicable to all outstanding Notes to a later date by delivering written notice of such extension to the Trustee, which notice shall specify the new Earliest Redemption Date. Such extension may be elected by the Company one or more times. Once given to the Trustee, a notice of extension of the present values of Earliest Redemption Date may not be revoked or amended by the remaining scheduled payments of principal and interest thereon that would be due if Company, other than by a subsequent notice further extending the Notes matured on the Par Call Earliest Redemption Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemptionlater date.
(2c) If the Company elects The Redemption Price for any redemption pursuant to redeem any Notes on or after the Par Call Date, the Company shall pay an amount this Section 3.1 will be equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest, if any, to, interest to but excluding, excluding the date of redemptionRedemption Date.
(3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premium.
Appears in 2 contracts
Sources: First Supplemental Indenture (BofI Holding, Inc.), First Supplemental Indenture (BofI Holding, Inc.)
Optional Redemption. (1) Except as set forth in clause (2) below, The Issuer may redeem the Notes shall be redeemable in whole of either or both series at any time at the option of the Issuer, in whole or in part from time to time, at the Company’s option, prior to the Par Call Datetime in part, at a redemption price as calculated by the Company equal to the greater of: (a) 100% Redemption Price. If notice of redemption has been given as provided in the Original Indenture and funds for the redemption of any Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed; and (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption.
(2) . If the Company elects to redeem any Notes on all or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount less than all of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
(3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes any series are to be redeemed at its registered address. The the option of the Issuer, the Issuer will notify the Trustee at least 45 days prior to giving notice of redemption for (or such shorter period as is satisfactory to the Notes will state, among other things, Trustee) of the aggregate principal amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer if less than all of the Notes of any series are to be redeemed at any timeredeemed, not more and their Redemption Date. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 45 60 days prior to the redemption datedate of redemption, the particular Notes to be redeemed in whole or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumpart.
Appears in 2 contracts
Sources: Supplemental Indenture (Liberty Property Limited Partnership), First Supplemental Indenture (Liberty Property Limited Partnership)
Optional Redemption. (1a) Except as set forth in clause (2) below, The Obligor may redeem the Senior Notes shall be redeemable in whole at its option at any time in whole or in part from time part. If the Obligor elects to timeredeem the Senior Notes, at the Company’s option, prior to the Par Call Date, at it shall pay a redemption price as calculated by the Company Redemption Price equal to the greater of: of the following amounts, plus, in each case, accrued and unpaid interest thereon to, but not including, the Redemption Date:
(ai) 100% of the aggregate principal amount of the Senior Notes to be redeemedredeemed on the Redemption Date; and or
(bii) the sum of the present values of the remaining scheduled Remaining Scheduled Payments. In determining the present values of the Remaining Scheduled Payments, the Obligor shall discount such payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the then current Treasury Rate plus 15 30 basis points, plus, in . Any redemption pursuant to this Section 2.06(a) shall be made pursuant to the case provisions of clauses Section 2.06(b) through (ai) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemptionbelow.
(2b) If the Company Obligor elects to redeem any the Senior Notes on pursuant to the optional redemption provisions of Section 2.06(a) above, it shall furnish to the Trustee, at least 45 days (or after such shorter period as shall be acceptable to the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, toTrustee, but excluding, the date of redemption.
(3in no event less than 30 days) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record Redemption Date, an Officers’ Certificate setting forth (1) the Redemption Date, and (2) the CUSIP and/or ISIN numbers of the Senior Notes.
(c) If fewer than all the Senior Notes are to be redeemed, the particular Senior Notes to be redeemed at its registered address. shall be selected not more than 60 days prior to the Redemption Date by the Trustee from the Outstanding Senior Notes not previously called for redemption, pro rata, by lot or by such other method as the Trustee shall deem fair and appropriate, and may provide for the selection for redemption of portions (equal to the minimum authorized denomination for the Senior Notes or any integral multiple thereof) of the principal amount of Senior Notes of a denomination larger than the minimum authorized denomination for the Senior Notes.
(d) The notice Trustee shall promptly notify the Obligor in writing of the Senior Notes selected for redemption and, in the case of any Senior Notes selected for partial redemption, the principal amount thereof to be redeemed.
(e) For all purposes of this Fifth Supplemental Indenture, unless the context otherwise requires, all provisions relating to the redemption of Senior Notes shall relate, in the case of any Senior Note redeemed or to be redeemed only in part, to the portion of the principal of such Senior Note which has been or is to be redeemed.
(f) Notice of redemption for the Notes will state, among other things, the amount of Senior Notes to be redeemed, either in whole or in part, shall be given to the Holders thereof at the option of the Obligor, by first-class mail, postage prepaid, mailed not fewer than 30 nor more than 60 days prior to the Redemption Date, to each such Holder at such Holder’s last address appearing in the Security Register. All notices of redemption dateshall state:
(i) the Redemption Date;
(ii) the Redemption Price, or if not then ascertainable, the redemption price and manner of calculating the place or places that payment will Redemption Price;
(iii) if fewer than all Outstanding Senior Notes are to be made upon presentation and surrender redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) of the Senior Notes to be redeemedredeemed from the Holder to whom the notice is given and that on and after the Redemption Date, upon surrender of such Senior Note, a new Senior Note or Senior Notes in the aggregate principal amount equal to the unredeemed portion thereof shall be issued in accordance with Section 2.06(i);
(iv) that on the Redemption Date the Redemption Price shall become due and payable upon each Senior Note called for redemption, and that interest, if any, thereon shall cease to accrue from and after said date;
(v) the place where Senior Notes called for redemption are to be surrendered for payment of the Redemption Price, which shall be the office or agency maintained by the Obligor pursuant to Section 9.02 of the Indenture;
(vi) the name and address of the Paying Agent;
(vii) that the Senior Notes called for redemption must be surrendered to the Paying Agent to collect the Redemption Price; and
(viii) the CUSIP and/or ISIN number, and that no representation is made as to the correctness or accuracy of the CUSIP and/or ISIN number, if any, listed in such notice or printed on the Senior Notes. Unless Notice of redemption of Senior Notes shall be given by the Company defaults Obligor or, at the Obligor’s request, by the Trustee in the name and at the expense of the Obligor; provided, however, that if the Obligor requests the Trustee to give such notice, it shall provide an execution version of such notice to the Trustee at least five Business Days before such notice is required to be sent.
(g) On or prior to 10 a.m., New York City time, on any Redemption Date, the Obligor shall deposit with the Trustee or with a Paying Agent (or, if the Obligor is acting as its own Paying Agent, segregate and hold in trust as provided in Section 9.03 of the Indenture) an amount of money sufficient to pay the Redemption Price of, and accrued interest on, all the Senior Notes which are to be redeemed on that date.
(h) Notice of redemption having been given as aforesaid, the Senior Notes (or portions thereof) so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price plus accrued and unpaid interest to the Redemption Date therein specified, and from and after such date (unless the Obligor shall default in the payment of the redemption price, interest will Redemption Price) such Senior Notes shall cease to accrue on any bear interest. Upon surrender of such Senior Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures notice, such Senior Notes shall be paid by the Obligor at the Redemption Price. Any installment of DTCinterest due and payable on or prior to the Redemption Date shall be payable to the Holders of such Senior Notes registered as such on the relevant Record Date according to the terms and the provisions of Section 2.06 of the Indenture. The If any Senior Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor by the Senior Note.
(i) Any Senior Note that is to be redeemed only in part shall be surrendered at the office or agency maintained by the Obligor pursuant to Section 9.02 of the Indenture (with, if the Obligor or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Obligor and the Trustee duly executed by, the Holder thereof or the Holder’s attorney duly authorized in writing) and the Obligor shall execute and the Trustee shall have no obligation authenticate and deliver to calculate the Holder of such Senior Note without service charge and at the expense of the Obligor, a new Senior Note or Senior Notes, of any redemption price or premiumauthorized denomination as requested by such Holder in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of such Senior Note so surrendered.
Appears in 2 contracts
Sources: Fifth Supplemental Indenture (Agilent Technologies Inc), Fifth Supplemental Indenture (Agilent Technologies Inc)
Optional Redemption. (1a) Except The Notes shall be redeemable by the Issuer at the written direction of a Majority of the Interests as set forth follows: (i) the Notes shall be redeemed in clause whole (2with respect to all Classes of Notes) belowbut not in part on any Payment Date after the end of the Non-Call Period from Sale Proceeds and/or Refinancing Proceeds or (ii) the Notes shall be redeemed in part by Class from Refinancing Proceeds on any Payment Date after the end of the Non-Call Period as long as the Notes to be redeemed represent not less than the entire Class of such Notes. In connection with any such redemption, the Notes shall be redeemable in whole at any time or in part from time to time, redeemed at the Company’s option, applicable Redemption Prices and a Majority of Interests must provide the above described written direction to the Issuer and the Trustee not later than 45 days (or such shorter period of time (not to be less than 15 days) as the Trustee and the Collateral Manager find reasonably acceptable) prior to the Par Call Date, at a Payment Date on which such redemption price as calculated by the Company equal is to the greater of: (a) 100% of the principal amount of the be made; provided that all Notes to be redeemed; and redeemed must be redeemed simultaneously.
(b) Upon receipt of a notice of any redemption of Notes in whole (from the sum Trustee via overnight delivery service) pursuant to Section 9.2(a)(i), the Collateral Manager in its sole discretion shall direct the sale (and the manner thereof) of all or part of the present values of Collateral Obligations and other Assets such that the remaining scheduled payments of principal proceeds from such sale and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 basis points, plus, all other funds available for such purpose in the case of clauses (a) Collection Account and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption.
(2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
(3) Notice of redemption shall Payment Account will be sent at least 10 but not more than 60 days before sufficient to pay the redemption date to each Holder of record Redemption Prices of the Notes to be redeemed at its registered addressand to pay all Administrative Expenses (regardless of the Administrative Expense Cap) and Aggregate Collateral Management Fee due and payable under the Priority of Payments. The notice If such proceeds of redemption such sale and all other funds available for such purpose in the Collection Account and the Payment Account would not be sufficient to redeem all Notes and to pay such fees and expenses, the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to may not be redeemed. Unless The Collateral Manager, in its sole discretion, may effect the Company defaults in the payment sale of all or any part of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at Collateral Obligations or other Assets through the redemption date. If fewer than all direct sale of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes such Collateral Obligations or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price other Assets or premiumby participation or other arrangement.
Appears in 2 contracts
Sources: Indenture (NewStar Financial, Inc.), Indenture (NewStar Financial, Inc.)
Optional Redemption. (1) Except as set forth in clause (2) below, the The Notes shall will be redeemable at the option of the Company, in whole at any time or in part from time to time, at the Companyupon not less than 30 nor more than 60 days’ prior written notice mailed by first class mail to each Holder’s option, prior to the Par Call Date, registered address. The Notes will be redeemable at a redemption price as calculated by the Company equal to the greater of: of (ai) 100% of the principal amount of the Notes to be redeemed; and , or (bii) the sum sum, as determined by the Quotation Agent, as defined in the Indenture, of the present values of the principal amount of the Notes to be redeemed and the remaining scheduled payments of principal and interest thereon that would be due if from the redemption date to May 15, 2011 for the Notes matured on the Par Call Date (to be redeemed, exclusive of interest accrued to the date of redemption)redemption date, discounted from their respective scheduled payment dates to the redemption date of redemption on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate Rate, as defined in the Indenture, plus 15 50 basis points, plus, in the case of clauses (a) and (b)either case, accrued and unpaid interestinterest and Additional Interest, if any any, on the principal amount being redeemed to, but excluding, to the date of redemption.
(2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
(3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer less than all of the Notes are to be redeemed, the Trustee will select the Notes to be redeemed at any timeon a pro rata basis, not more than 45 days prior by lot or by such other method as the Trustee in its sole discretion shall deem to be fair and appropriate. If money sufficient to pay the redemption price of and accrued interest on all of the Notes (or portions thereof) to be redeemed on the redemption date is deposited with the Trustee or paying agent on or before the redemption date and certain other conditions are satisfied, then on and after such redemption date, the particular interest will cease to accrue on such Notes (or portions thereof such portion thereof) called for redemption from the outstanding redemption. Notes not previously called shall in denominations larger than $1,000 may be selected redeemed in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumpart.
Appears in 2 contracts
Sources: Fifth Supplemental Indenture (Standard Pacific Corp /De/), Fifth Supplemental Indenture (Standard Pacific Corp /De/)
Optional Redemption. (1a) Except as set forth in clause (2) below, The Company may redeem the Notes shall be redeemable in whole at any time prior to November 24, 2035 (three months prior to their maturity) (such date, the “Par Call Date”), at any time in whole or in part from time to timetime in part, in each case at the Company’s option, prior to the Par Call Date, at a redemption price (expressed as calculated by the Company a percentage of principal amount and rounded to three decimal places) equal to the greater of: :
(ai) 100% of the principal amount of the Notes to be redeemed; and and
(bii) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if discounted to the redemption date (assuming the Notes to be redeemed matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate Rate, plus 15 basis points, less interest accrued to the redemption date, plus, in the case of clauses (a) and (b)either case, accrued and unpaid interest, if any, to but excluding the redemption date. In addition, at any on the amount being redeemed totime and from time to time, but excluding, the date of redemption.
(2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount may redeem the Notes at their option at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, to but excluding, the date of redemption.
(3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at excluding the redemption date. If fewer than all Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a redemption date will be payable on the Interest Payment Date to the registered holders as of the close of business on the relevant record date according to the Notes are and the Indenture.
(b) Except pursuant to the preceding paragraphs, the Notes will not be redeemed redeemable at any time, not more than 45 days the Company’s option prior to the applicable Par Call Date. Any redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called pursuant to this Section 5 shall be selected in accordance with made pursuant to the procedures provisions of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumSections 3.01 through 3.07 of the Indenture.
Appears in 2 contracts
Optional Redemption. (1i) Except as set forth in clause (2) belowThe Series E Preferred Units may not be redeemed prior to September 3, 2004. On or after such date, subject to the terms and conditions of any Parity Preferred Stock or any Parity Units, the Notes Partnership shall be redeemable have the right to redeem the Series E Preferred Units, in whole at any time or in part part, from time to time, at the Company’s option, prior to the Par Call Dateupon not less than 30 nor more than 60 written days' notice, at a redemption price price, payable in cash, equal to the Capital Account balance of such holders of Series E Preferred Units (the "Redemption Price"); provided; however that such redemption shall not be permitted if such Redemption Price shall be less than the original Capital Contribution of such Partner and the cumulative Priority Return to the redemption date to the extent not previously distributed.
(ii) Except in connection with a liquidation, dissolution, winding-up or termination of the Partnership as calculated described under "Liquidation" above, the Redemption Price of the Series E Preferred Units (other than the portion thereof consisting of accumulated but unpaid distributions) will be payable solely out of the sale proceeds of capital stock of the Company, which will be contributed by the Company equal to the greater of: (a) 100% Partnership as an additional capital contribution, or out of the principal amount sale proceeds of limited partner interests of the Notes to be redeemed; Partnership and (b) the sum from no other source. For purposes of the present values preceding sentence, "capital stock" means any equity securities (including Common Stock and Preferred Stock (as such terms are defined in the Charter)), shares, participation or other ownership interests (however designated) and any rights (other than debt securities convertible into or exchangeable for equity securities) or options to purchase any of the remaining scheduled payments foregoing. Unless previously redeemed, the Series E Preferred Units will be redeemed for cash upon termination of principal and interest thereon that would the Partnership. Unless sooner dissolved, the Partnership will terminate on December 31, 2054. The Series E Preferred Units will not be due if subject to any sinking fund.
(iii) If the Notes matured Partnership gives a notice of redemption in respect of Series E Preferred Units (which notice will be irrevocable) then, by 12:00 noon, New York City time, on the Par Call Date redemption date, the Partnership will deposit irrevocably in trust for the benefit of the Series E Preferred Units being redeemed funds sufficient to pay the applicable Redemption Price and will give irrevocable instructions and authority to pay such Redemption Price to the holders of the Series E Preferred Units. If the Series E Preferred Units are evidenced by a certificate and if fewer than all Series E Preferred Units evidenced by any certificate are being redeemed, a new certificate shall be issued upon surrender of the certificate evidencing all Series E Preferred Units, evidencing the unredeemed Series E Preferred Units without cost to the holder thereof. On and after the date of redemption, distributions will cease to accumulate on the Series E Preferred Units or portions thereof called for redemption, unless the Partnership defaults in the payment thereof. If any date fixed for redemption of Series E Preferred Units is not a Business Day, then payment of the Redemption Price payable on such date will be made on the next succeeding day that is a Business Day (exclusive and without any interest or other payment in respect of interest accrued any such delay) except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date fixed for redemption. If payment of the Redemption Price in respect of the Series E Preferred Units is improperly withheld or refused and not paid by the Partnership, distributions on such Series E Preferred Units will continue to accumulate from the original redemption date to the date of redemption)payment, discounted to in which case the actual payment date will be considered the date fixed for redemption for purposes of redemption on a semi-annual basis calculating the applicable Redemption Price. If fewer than all the Series E Preferred Units are to be redeemed, the Series E Preferred Units to be redeemed shall be selected pro rata (assuming a 360-day year consisting of twelve 30-day monthsas nearly as practicable without creating fractional units).
(iv) at The Partnership may not redeem fewer than all the then current Treasury Rate plus 15 basis points, plus, in the case of clauses (a) and (b), accrued outstanding Series E Preferred Units unless all accumulated and unpaid interest, if any distributions have been paid on the amount being redeemed to, but excluding, all Series E Preferred Units for all quarterly distribution periods terminating on or prior to the date of redemption.
(2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
(3v) Notice of redemption shall will be sent at least 10 but (i) faxed, and (ii) mailed by the Partnership, postage prepaid, not less than 30 nor more than 60 days before prior to the redemption date date, addressed to each Holder the respective holders of record of the Notes Series E Preferred Units to be redeemed at its registered addresstheir respective addresses as they appear on the transfer records of the Partnership. The No failure to give or defect in such notice shall affect the validity of redemption the proceedings for the Notes will redemption of any Series E Preferred Units except as to the holders to whom notice was defective or not given. Each notice shall state, among other things, the amount of Notes to be redeemed, : (i) the redemption date, (ii) the redemption price and Redemption Price, (iii) the aggregate number of Series E Preferred Units to be redeemed; (iv) the place or places where the Series E Preferred Units are to be surrendered for payment of the Redemption Price; (v) that distributions on the Series E Preferred Units to be redeemed will cease to accumulate on such redemption date and (vi) that payment of the Redemption Price will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption datesuch Series E Preferred Units. If fewer than all of the Notes Series E Preferred Units held by any holder are to be redeemed at any time, not more than 45 days prior to the redemption dateredeemed, the particular Notes or portions thereof for redemption notice mailed to such holder shall also specify then number of Series E Preferred Units to be redeemed from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumsuch holder.
Appears in 2 contracts
Sources: Fifth Amendment to the First Amended and Restated Agreement of Limited Partnership (Essex Property Trust Inc), Fifth Amendment to First Amended and Restated Agreement of Limited Partnership (Essex Portfolio Lp)
Optional Redemption. (1a) Except as set forth in clause (2) below, the Notes shall be redeemable in whole at any time or in part from time to time, at the Company’s option, prior Prior to the Par Call Date, the Notes are redeemable, at the option of the Company, at any time in whole, or from time to time in part, at a redemption price as calculated by the Company equal to the greater of: (ai) 100% of the principal amount of the Notes to be redeemed; and or (bii) the sum of the present values of the remaining scheduled payments of principal and interest thereon on the Notes to be redeemed that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to to, but excluding, the date of redemption), Redemption Date) discounted to the date of redemption Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current applicable Treasury Rate plus 15 50 basis points, ; plus, in the case of clauses (a) and (b)either case, accrued and unpaid interest, if any on the amount being redeemed interest to, but excluding, the date of redemptionRedemption Date.
(2b) If the Company elects to redeem At any Notes time on or after the Par Call Date, the Company shall pay an amount Notes are redeemable, at the option of the Company, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes redeemedto be redeemed plus accrued and unpaid interest to, plus but excluding, the Redemption Date.
(c) The Company shall deliver to the Trustee an Officers’ Certificate with respect to the actual redemption price of the Notes in connection with a redemption under Section 3.03(a), including the applicable Treasury Rate, which the Company will calculate, or cause to be calculated, on the third Business Day preceding the Redemption Date.
(d) Notwithstanding the foregoing, 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% of the aggregate principal amount of the Outstanding Notes are validly tendered and not withdrawn in such tender offer (or Change of Control Offer or other offer to purchase) and the Company (or the third party making the Change of Control Offer) purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company will have the right, upon not less than 15 nor more than 60 days’ prior notice, given not more than 30 days following the expiration date of such tender offer (or Change of Control Offer or other offer to purchase), to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the price paid to each other Holder (excluding any early tender, incentive or similar fee) in such tender offer (or Change of Control Offer or other offer to purchase), plus, to the extent not included in the tender payment (or payment pursuant to the Change of Control Offer or other offer to purchase), accrued and unpaid interest, if any, on the Notes that remain Outstanding to, but excluding, the date Redemption Date (subject to the right of redemption.
(3) Notice of redemption shall be sent at least 10 but not more than 60 days before Holders on the redemption relevant record date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place receive interest due on an interest payment date that has accrued on or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumRedemption Date).
Appears in 2 contracts
Sources: Indenture (EnLink Midstream, LLC), Indenture (EnLink Midstream Partners, LP)
Optional Redemption. (1a) Except as set forth in clause (2) At any time and from time to time during the twelve-month period commencing on [ , 2009] of the years indicated below, the Company may redeem all or any portion of the Notes shall be redeemable in whole at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest on the Notes redeemed, to the applicable redemption date (subject to the right of Holders of record on the Regular Record Date to receive interest due on the relevant Interest Payment Date): 2009 [ ]%2 2010 [ ]% 2011 [ ]% 2012 and thereafter [100.00 ]%
(b) At any time prior to [ ], 2009, the Company may redeem all or in part from time to any portion of the Notes, at once or over time, at after giving the Company’s option, prior to the Par Call Daterequired notice under this Indenture, at a redemption price as calculated by the Company equal to the greater of:
(ai) 100100.0% of the principal amount of the Notes to be redeemed; and and
(bii) the sum of the present values of (A) the redemption price of the Notes at [ ], 2009 (as set forth in Section 3.07(a) above) and (B) the remaining scheduled payments of principal interest from the redemption date to [ ], 2009, but excluding accrued and unpaid interest thereon that would be due if to the Notes matured redemption date, discounted to the redemption date at the Treasury Rate (determined on the Par Call Date (exclusive of interest accrued to second Business Day immediately preceding the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 [ ]3 basis points, ; plus, in the case of clauses (a) and (b)either case, accrued and unpaid interest, if any to the redemption date (subject to the right of Holders of record on the amount being redeemed toRegular Record Date to receive interest due on the relevant Interest Payment Date). Any notice to the Holders of Notes of a redemption pursuant to this Section 3.07(b) shall include the appropriate calculation of the redemption price, but excludingneed not include the redemption price itself. The actual redemption price, calculated as described above, shall be set forth in an Officers’ Certificate delivered to the date of redemptionTrustee no later than two Business Days prior to the redemption date.
(2c) If the Company elects At any time and from time to redeem any Notes on or after the Par Call Datetime prior to [ ], 2007, the Company shall pay an amount equal may redeem up to 10035.0% of the aggregate principal amount of the Notes redeemedissued under this Indenture at a redemption price (expressed as a percentage of principal amount) equal to %4 of the principal amount thereof, plus accrued and unpaid interestinterest to the redemption date (subject to the right of Holders of record on the Regular Record Date to receive interest due on the relevant Interest Payment Date) with the net cash proceeds of one or more Equity Offerings by the Company or the direct or indirect parent of the Company (to the extent, in the case of the direct or indirect parent, that the net cash proceeds of the Equity Offerings are contributed to the common or non-redeemable preferred equity capital of the Company); provided, however, that after giving effect to any such redemption, at least 65.0% of the aggregate principal amount of the Notes initially issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after giving effect to such redemption. Any 2 Will be par plus six-months interest based on the Initial Rate, declining ratably to par. 3 This number shall be fixed on the 20th day prior to the Issue Date (or if any, to, but excludingsuch date is not a Business Day, the date next Business Day) and shall equal the spread over the Treasury Rate for the Comparable Treasury Issue such that the initial redemption price of redemptionclause 3.07(b)(ii) shall equal 113%. For purposes of this calculation, the Initial Rate plus 1% shall be in effect for the first two interest payments. 4 Par plus the coupon. such redemption shall be made within 75 days of such Equity Offering upon not less than 30 nor more than 60 days’ prior notice.
(3d) Notice of redemption Any prepayment pursuant to this Section 3.07 shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior pursuant to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures provisions of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumSections 3.01 through 3.06 hereof.
Appears in 2 contracts
Sources: Indenture (Digex Inc/De), Indenture (Intermedia Communications Inc)
Optional Redemption. (1a) Except No sinking fund is provided for the Notes. The Notes shall not be redeemable by the Company prior to March 20, 2023. On or after March 20, 2023 until the close of business on the Business Day immediately preceding September 15, 2024, the Company may redeem (an “Optional Redemption”) for cash all or part, subject to the Partial Redemption Limit, of the Notes, at the Redemption Price, if the Last Reported Sale Price of the Common Stock has been at least 130% of the Conversion Price then in effect for at least 20 Trading Days (whether or not consecutive) during any 30 consecutive Trading Day period (including the last trading day of such period) ending on, and including, the Trading Day immediately preceding the date on which the Company provides the Redemption Notice in accordance with Section 3.01(b). If the Company elects to redeem fewer than all outstanding Notes (a “Partial Redemption”), at least $150.0 million aggregate principal amount of Notes must be outstanding and not subject to Optional Redemption pursuant to the relevant Redemption Notice as set forth of the related Redemption Notice Date (such aggregate principal amount, the “Partial Redemption Limit”).
(b) In case the Company exercises its Optional Redemption right to redeem all or, as the case may be, any part of the Notes pursuant to Section 3.01(a), it shall fix a date for redemption (each, a “Redemption Date”) and it or, at its written request received by the Trustee not less than five (5) Business Days before such notice is to be sent (or such shorter period of time as may be acceptable to the Trustee), the Trustee, in clause the name of and at the expense of the Company, shall send or cause to be sent a written notice of such Optional Redemption (2a “Redemption Notice”) belownot less than 60 nor more than 75 calendar days prior to the Redemption Date (provided that any Redemption Notice Date must be at least one calendar day prior to the first Scheduled Trading Day of any related Observation Period) to each Holder of Notes so to be redeemed as a whole or in part at its last address as the same appears on the register of the Registrar; provided, however, that, if the Company shall give such notice, it shall also give written notice of the Redemption Date to the Trustee. The Redemption Date must be a Business Day.
(c) The Redemption Notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to send such Redemption Notice or any defect in the Redemption Notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(d) Each Redemption Notice shall specify:
(i) the Redemption Date;
(ii) the Redemption Price;
(iii) that on the Redemption Date, the Redemption Price will become due and payable upon each Note to be redeemed, and that interest thereon, if any, shall cease to accrue on and after the Redemption Date;
(iv) the place or places where such Notes are to be surrendered for payment of the Redemption Price;
(v) that Holders of the Notes called (or deemed called) for Optional Redemption may surrender their Notes for conversion at any time prior to the close of business on the second Scheduled Trading Day immediately preceding the Redemption Date;
(vi) the procedures a converting Holder must follow to convert its Notes, and the Settlement Method and (if applicable) the Specified Dollar Amount;
(vii) the Conversion Rate and, if applicable, the number of Additional Shares added to the Conversion Rate in accordance with Section 4.04;
(viii) the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes; and
(ix) in case any Note is to be redeemed in part only, the portion of the principal amount thereof to be redeemed and on and after the Redemption Date, upon surrender of such Note, a new Note in principal amount equal to the unredeemed portion thereof shall be issued. A Redemption Notice shall be irrevocable.
(e) In the case of any Partial Redemption, the Trustee shall select the Notes or portions thereof of a Global Note or the Notes in certificated form to be redeemed (in principal amounts of $1,000 or multiples thereof) by lot, on a pro rata basis or by another method the Trustee considers to be fair and appropriate and in the case of Global Notes, in accordance with the Applicable Procedures. If any Note selected for Partial Redemption is submitted for conversion in part after such selection, the portion of the Note submitted for conversion shall be deemed (so far as may be possible) to be the portion selected for redemption.
(f) If any Redemption Notice has been given in respect of the Notes in accordance with Section 3.01(b), the Notes shall become due and payable on the Redemption Date at the place or places stated in the Redemption Notice and at the applicable Redemption Price. On presentation and surrender of the Notes at the place or places stated in the Redemption Notice, the Notes shall be redeemable in whole at any time or in part from time to time, at the Company’s option, prior to the Par Call Date, at a redemption price as calculated paid and redeemed by the Company equal at the applicable Redemption Price.
(g) Prior to the greater of: open of business on the Redemption Date, the Company shall deposit with the Paying Agent or, if the Company or a Subsidiary of the Company is acting as the Paying Agent, shall segregate and hold in trust as provided in Section 2.05 an amount of cash in U.S. Dollars (ain immediately available funds if deposited on the Redemption Date), sufficient to pay the Redemption Price of all of the Notes to be redeemed on such Redemption Date. Subject to receipt of funds by the Paying Agent, payment for the Notes to be redeemed shall be made on the Redemption Date for such Notes. The Paying Agent shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Redemption Price.
(h) 100% of The Company may not redeem any Notes on any date if the principal amount of the Notes has been accelerated in accordance with the terms of this Indenture, and such acceleration has not been rescinded, on or prior to be redeemed; and (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Redemption Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 basis points, plus, except in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption.
(2) If an acceleration resulting from a Default by the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
(3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease Redemption Price with respect to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumsuch Notes).
Appears in 1 contract
Sources: Indenture (Nuvasive Inc)
Optional Redemption. (1) Except as set forth in clause (2) below, The Issuer may redeem the Notes shall be redeemable in whole or in part, at its option, at any time or in part from time to timetime prior to maturity on at least 30 days, at the Company’s optionbut not more than 60 days, prior notice electronically delivered or mailed to the Par Call registered address of each Holder of the Notes (the “Redemption Date”) pursuant to the following terms: At any time before March 15, at a 2025, the redemption price as calculated by the Company will be equal to the greater of: :
(ai) 100% of the aggregate principal amount of the Notes to be redeemed; and or
(bii) the sum of the present values of the remaining scheduled payments of the principal thereof and interest thereon that would be due if after the Notes matured on the Par Call related Redemption Date (but for such redemption, exclusive of interest accrued to and unpaid to, but not including, the date of redemption)Redemption Date if such Redemption Date is not an Interest Payment Date, discounted to the date of redemption Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at ), using a rate equal to the then current Treasury Rate plus 15 37.5 basis pointspoints (such sum to be calculated as set forth in the Indenture), plus, in the case of clauses (ai) and or (bii), accrued and unpaid interest, if any on the amount being redeemed interest thereon to, but excludingnot including, the date of redemption.
(2) If the Company elects to redeem Redemption Date. At any Notes time on or after the Par Call DateMarch 15, 2025, the Company shall pay an amount Issuer may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the notes, plus accrued interest thereon to, but not including, the Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant record date according to the Notes and the Indenture. On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however that in no event, shall Notes of a principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall be electronically delivered or mailed at least 30 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth in the Indenture, shall be set forth in an Officers’ Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but excludingnot including, the date of redemptionRedemption Date.
(3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premium.
Appears in 1 contract
Sources: Third Supplemental Indenture (Juniper Networks Inc)
Optional Redemption. (1a) Except as set forth in clause (2) belowPrior to the Par Call Date, the Company may redeem the Notes shall be redeemable at its option, in whole or in part, at any time or in part and from time to time, at the Company’s option, prior a Redemption Price (expressed as a percentage of principal amount and rounded to the Par Call Date, at a redemption price as calculated by the Company three decimal places) equal to the greater of: of (1) (a) 100% of the principal amount of the Notes to be redeemed; and (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would on the Notes to be due if redeemed discounted to the Redemption Date (assuming the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 20 basis points, less (b) interest accrued to the Redemption Date, and (2) 100% of the principal amount of the Notes to be redeemed, plus, in the case of clauses (a) and (b)either case, accrued and unpaid interest, if any on interest thereon to but not including the amount being redeemed to, but excluding, the date of redemptionRedemption Date.
(2b) If the Company elects to redeem any Notes on On or after the Par Call Date, the Company shall pay an amount may redeem the Notes, in whole or in part, at any time and from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes redeemed, being redeemed plus accrued and unpaid interest, if any, to, interest thereon to but excluding, not including the date of redemptionRedemption Date.
(3c) Notice The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.
(d) In the case of a partial redemption, selection of the Notes for redemption will be made pro rata, by lot or by such other method as the Trustee in its sole discretion deems appropriate and fair, subject to the last sentence of this Section 3.1(d). No Notes of a principal amount of $2,000 or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption shall be sent at least 10 but not more than 60 days before that relates to the redemption date to each Holder Notes will state the portion of record the principal amount of the Notes to be redeemed at its registered addressredeemed. The notice A new Note in a principal amount equal to the unredeemed portion of redemption the Note will be issued in the name of the Holder of the Note upon surrender for cancellation of the original Note. For so long as the Notes will state, among other things, are held by the amount of Notes to be redeemedDepositary, the redemption date, of the redemption price Notes shall be done in accordance with the policies and the place or places that payment will be made upon presentation and surrender procedures of Notes to be redeemed. such Depositary.
(e) Unless the Company defaults in the payment of the Redemption Price or any conditions precedent described in the notice of redemption priceare not satisfied or waived and the notice of redemption is rescinded in accordance with Section 3.3(b), on and after the Redemption Date interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof called for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumredemption.
Appears in 1 contract
Sources: Third Supplemental Indenture (Diamondback Energy, Inc.)
Optional Redemption. (1) Except as set forth in clause (2) below, the Notes shall be redeemable in whole at any time or in part from time to time, at the Company’s option, prior to the Par Call Date, at a redemption price as calculated by the Company equal to the greater of: (a) 100% of the principal amount of the Notes to be redeemed; and (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 10 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption.
(2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
(3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premium.
Appears in 1 contract
Optional Redemption. (1a) Except as set forth in clause Prior to April 19, 2026 (2) belowthree months prior to their maturity date), the Notes shall will be redeemable redeemable, in whole at any time or in part from time to time, at the Company’s option, prior to the Par Call Date, option at a redemption price as calculated by the Company equal to the greater of: :
(ai) 100% of the principal amount of the Notes to be redeemed; and and
(bii) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive not including any portion of such payments of interest accrued to but unpaid as of the date of redemptionredemption (the “Redemption Date”)), discounted to the date of redemption Redemption Date on a semi-an annual basis (assuming a 360-day year consisting of twelve 30-day months) ACTUAL/ACTUAL (ICMA)), at the then current Treasury Rate applicable Comparable Government Bond Rate, plus 15 35 basis points, ; plus, in the case of clauses (a) and (b)each case, accrued and unpaid interestinterest thereon, if any on the amount being redeemed any, to, but excluding, the date of redemption.
(2) If the Company elects to redeem Redemption Date. At any Notes time on or after the Par Call DateApril 19, 2026 (three months prior to their maturity date), the Company shall pay an amount Notes may be redeemed in whole or in part from time to time, at the Company’s option, at a redemption price equal to 100% of the principal amount of the Notes redeemed, to be redeemed plus accrued and unpaid interestinterest thereon, if any, to, but excluding, the date Redemption Date. Notwithstanding the foregoing, installments of redemptioninterest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant Regular Record Date. In the event that the Notes or a portion thereof are called for redemption or there is a Change of Control Repurchase Event, and the Redemption Date or the Change of Control Repurchase Event payment date, as applicable, is subsequent to a Regular Record Date with respect to any Interest Payment Date and prior to such Interest Payment Date, interest on such Notes will instead be paid upon presentation and surrender of such Notes as provided herein.
(3b) Notice of any redemption shall will be sent mailed at least 10 30 days but not more than 60 days before the redemption date Redemption Date to each Holder of record of the Notes to be redeemed at its registered address. The by the Company or by the Trustee on the Company’s behalf; provided that notice of redemption for 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 will state, among other things, or a satisfaction and discharge of the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemedNotes. Unless the Company defaults in the payment of the applicable redemption price, on and after the Redemption Date, interest will cease to accrue on any the Notes that have been or portions thereof called for redemption at the redemption dateredemption. If fewer less than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption dateredeemed, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called to be redeemed shall be selected by the Trustee by a method that the Trustee deems to be fair and appropriate in accordance with the procedures of DTC. The Trustee Clearstream, Euroclear and the New York Stock Exchange, as applicable; provided, however, that no Notes of a principal amount of €100,000 or less shall have no obligation to calculate any redemption price or premiumbe redeemed in part.
Appears in 1 contract
Sources: Agency Agreement (Perkinelmer Inc)
Optional Redemption. (1) Except as set forth in clause (2) below, the Notes shall be redeemable in whole at At any time or in part and from time to time, the Company may at its option redeem the Company’s optionNotes of any series, prior to the Par Call Datein whole or in part, upon not less than 30 nor more than 60 days’ notice at a redemption price as calculated by the Company equal to the greater of: of (a1) 100% of the aggregate principal amount of the Notes to be redeemed; redeemed and (b2) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 basis pointsRemaining Scheduled Payments, plus, in the case of clauses (a) and (b)each case, accrued and unpaid interest, if any on the amount being redeemed interest thereon to, but excluding, the date redemption date, subject to the rights of redemption.
(2) If Holders of the Notes to be redeemed on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to such redemption date; provided that if the Company elects to redeem redeems any 2024 Notes or 2028 Notes on or after the applicable Par Call Date, the Company shall pay an amount redemption price for such Notes to be redeemed will equal to 100% of the aggregate principal amount of the such Notes redeemed, plus accrued and unpaid interest, if any, interest thereon to, but excluding, the date of redemption.
(3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemedincluding, the redemption date. In determining the present values of the Remaining Scheduled Payments, the Company will discount such payments to the redemption date on an annual basis (Actual/Actual (ICMA)) using a discount rate equal to the Bund Rate plus 30 basis points for any 2024 Notes and 35 basis points for any 2028 Notes. Notice of any redemption of any series of Notes in connection with a corporate transaction (including any equity offering, an incurrence of indebtedness or a change of control) may, at the Company’s discretion, 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 transaction. If such redemption or purchase is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date. In addition, the Company may provide in such notice that payment of the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment performance of the Company’s obligations with respect to such redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to may be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumperformed by another Person.
Appears in 1 contract
Optional Redemption. (1) Except as set forth in clause (2) belowPrior to the Par Call Date, the Issuer may redeem the Notes shall be redeemable at its option, in whole or in part, at any time or in part and from time to time, at the Company’s option, prior to the Par Call Date, at a redemption price as calculated by the Company Issuer (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: :
(a) 100% of the principal amount of the Notes to be redeemed; and (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon on the Notes being redeemed, assuming that would be due if the such Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption)Date, discounted to the redemption date of redemption on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) ), at the then current Treasury Rate plus 15 30 basis points, less (b) interest accrued to the redemption date, and 100% of the principal amount of such Notes to be redeemed, plus, in the case of clauses (a) and (b)either case, accrued and unpaid interestinterest on the Notes, if any on the amount being redeemed any, to, but excluding, the date of redemption.
(2) If the Company elects redemption date. At any time and from time to redeem any Notes time on or after the Par Call Date, the Company shall pay an amount Issuer may redeem the Notes, at its option, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interestinterest on the Notes, if any, to, but excluding, the date of redemption.
(3) redemption date. The Issuer’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error. Notice of any such optional redemption shall be mailed or sent at least 10 days but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered addressredeemed. The notice of redemption for If the Notes will state, among other thingsIssuer redeems less than all the Notes, the amount of Trustee shall select the Notes to be redeemed, in the case of the Notes in the form of a Global Security, in accordance with the Depositary’s Applicable Procedures, and in the case of any Notes in definitive form, by such method as the Trustee deems fair and appropriate. The Trustee may select for partial redemption date, the redemption price Notes and the place or places that payment will be made upon presentation and surrender portions of Notes in amounts equal to be redeemed$2,000 or any integral multiple of $1,000 in excess thereof. Unless the Company Issuer defaults in the payment of the redemption priceprice for Notes, on and after the applicable redemption date, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof called for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumredemption.
Appears in 1 contract
Sources: Second Supplemental Indenture (Jacobs Solutions Inc.)
Optional Redemption. (1) Except as set forth in clause (2) belowPrior to the Par Call Date, the Company may redeem the Notes shall be redeemable at its option, in whole or in part, at any time or in part and from time to time, at the Company’s option, prior to the Par Call Date, at a redemption price (expressed as calculated by the Company a percentage of principal amount and rounded to three decimal places) equal to the greater of: :
(aA) 100% of the principal amount of the Notes to be redeemed; and and
(bB) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if discounted to the redemption date (assuming the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-30- day months) at the then current Treasury Rate plus 15 20 basis points, less (b) interest accrued and unpaid thereon to the redemption date, plus, in the case of clauses (a) and (b)each case, accrued and unpaid interest, if any on the amount being redeemed any, thereon to, but excludingnot including, the date of redemption.
(2) If the Company elects to redeem any Notes . In addition, on or after the Par Call Date, the Company shall pay an amount may redeem the Notes at its option, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes redeemedNotes, plus accrued and unpaid interest, if any, interest to, but excludingnot including, the date of redemption.
(3) redemption date. The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error. The Trustee shall have no duty or obligation to calculate or verify the redemption price. Notice of any redemption shall will be sent mailed (or, in the case of Notes held in book-entry form, be transmitted electronically in accordance with the Depositary’s procedures) at least 10 days but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of (with a copy to the Trustee), except that redemption for the Notes will state, among other things, the amount of Notes to notices may be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not delivered more than 45 60 days prior to a redemption if the redemption date, the particular Notes notice is issued in connection with a legal or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premium.covenant
Appears in 1 contract
Optional Redemption. (1a) Except as set forth in clause (2) belowThe Notes will be redeemable, the Notes shall be redeemable in whole at any time or in part from time to time, at the Company’s option, prior to the Par Call Date, option at a redemption price as calculated by the Company equal to the greater of: (ai) 100% of the principal amount of the Notes to be redeemed; and (bii) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive not including any portion of such payments of interest accrued to as of the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate (as defined below), plus 15 30 basis points, plus, in the case of clauses (a) and (b)each case, accrued and unpaid interest, if any on the amount being redeemed to, but excluding, interest thereon to the date of redemption. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on interest payment dates falling on or prior to a redemption date will be payable on the interest payment date to the registered holders as of the close of business on the relevant record date according to the Notes and the Indenture.
(2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
(3b) Notice of any redemption shall will be sent mailed at least 10 30 days but not more than 60 days before the redemption date to each Holder of record holder of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, on and after the redemption date, interest will cease to accrue on any the Notes that have been or portions thereof called for redemption at the redemption dateredemption. If fewer less than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption dateredeemed, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called to be redeemed shall be selected by lot by The Depository Trust Company, in accordance with the procedures case of DTC. The Notes represented by a global security, or by the Trustee shall have no obligation by a method the Trustee deems to calculate any redemption price or premiumbe fair and appropriate, in the case of Notes that are not represented by a global security.
Appears in 1 contract
Sources: Supplemental Indenture (Corn Products International Inc)
Optional Redemption. (1a) Except as set forth in clause At any time prior to June 15, 2055 (2) belowsix months prior to the maturity date of the Notes), the Notes shall will be redeemable redeemable, in whole or in part, at any time or in part from time to time, at the option of the Company’s option, prior to the Par Call Date, at a redemption price as calculated by the Company equal to the greater of: (a) • 100% of the principal amount of the Notes to be redeemed; and (b) or • the sum of the present values of the remaining scheduled payments of principal and interest thereon Remaining Scheduled Payments on such Notes being redeemed that would be due if the Notes to be redeemed matured on the Par Call Date (exclusive of interest accrued to the date of redemption)Date, discounted to the redemption date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Adjusted Treasury Rate plus 15 basis points(determined on the third Business Day preceding the redemption date), plus, in the case of clauses (a) and (b)each case, accrued and unpaid interestinterest thereon, if any on the amount being redeemed to, but excluding, the date of redemptionredemption date.
(2b) If the Company elects to redeem any Notes on On or after June 15, 2055 (six months prior to the Par Call Datematurity date of the Notes), the Company shall pay an amount equal Notes will be redeemable, in whole or in part, at any time or from time to time, at the option of the Company, at 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if anyinterest thereon, to, but excluding, the date of redemptionredemption date.
(3c) Notwithstanding the foregoing, installments of interest on the Notes that are due and payable on interest payment dates falling on or prior to a redemption date will be payable on the interest payment date to the Holders as of the close of business on the relevant record date.
(d) Notice of any redemption shall will be sent delivered at least 10 15 days but not no more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered addressredeemed. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless If the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer redeems less than all of the Notes, the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest will cease to calculate any redemption price accrue on the Notes or premiumportions thereof called for redemption.
Appears in 1 contract
Optional Redemption. (1) Except as set forth in clause (2) below, the The Notes shall may be redeemable redeemed in whole at any time or in part from time to time, at the Company’s option, prior to the Par Call Date, at a redemption price as calculated by the Company equal to the greater of: (a) 100% option of the principal amount of the Notes to be redeemed; and (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption.
(2) If the Company elects to redeem any Notes Issuer on or after January 19, 2021 (such redemption, an “Optional Redemption”) at a price (the Par Call Date, the Company shall pay an amount “Optional Redemption Price”) payable in cash and equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, including Additional Interest, if any, to, but excluding, the date Optional Redemption Date, or, in the case of redemption.
(3) Notice of redemption shall be sent at least 10 but not more than 60 days before a Default by the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults Issuer in the payment of the redemption priceOptional Redemption Price, the day on which such Default is no longer continuing; provided, however, that if the Notes are redeemed on a date that is after a Regular Record Date and prior to the corresponding Interest Payment Date, the accrued interest will cease payable in respect of such Interest Payment Date shall not be payable to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all Holders of the Notes are to be whom the principal amount of the Notes being redeemed at any time, not more than 45 days prior pursuant to the redemption dateOptional Redemption is paid, and shall instead pay the full amount of the relevant interest payment on such Interest Payment Date to the Holder of record on the relevant Regular Record Date for the corresponding Interest Payment Date. For the avoidance of doubt, the particular Issuer may not redeem any Notes in an Optional Redemption unless all accrued and unpaid interest thereon has been or portions thereof for redemption from is simultaneously paid (or will be paid at the outstanding Notes not previously called shall be selected next Interest Payment Date in accordance with the procedures of DTC. The Trustee shall have no obligation immediately preceding sentence) for all semi-annual interest periods or portions thereof terminating prior to calculate any redemption price or premiumthe Redemption Date.
Appears in 1 contract
Sources: Indenture (Amarin Corp Plc\uk)
Optional Redemption. (1a) Except as set forth in clause (2) below, the Issuer will not be entitled to redeem Notes shall be redeemable at its option prior to the Maturity Date.
(b) Prior to the Par Call Date, the Issuer may redeem the Notes at its option, in whole or in part, at any time or in part and from time to time, at the Company’s option, prior to the Par Call Date, at a redemption price (expressed as calculated by the Company a percentage of principal amount and rounded to three decimal places) equal to the greater of: :
(a) 100% of the principal amount of the Notes to be redeemed; and (bA) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if discounted to the Redemption Date (assuming the Notes to be redeemed matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 20 basis points, less (B) interest accrued to the Redemption Date, and
(ii) 100% of the principal amount of the Notes to be redeemed, plus, in the case of clauses (a) and (b)either case, accrued and unpaid interest, if any on interest thereon to the amount being redeemed to, but excluding, the date of redemption.
(2) If the Company elects to redeem any Notes on Redemption Date. On or after the Par Call Date, the Company shall pay an amount Issuer may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes redeemed, each Note to be redeemed plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
(3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of interest on the Notes to be redeemed at its registered address. The to, but not including, such Redemption Date.
(c) Any notice of any redemption for the Notes will state, among other things, the amount of Notes may be given prior to be redeemed, the redemption datethereof, the and any such redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption pricenotice may, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an equity offering or other corporate transaction.
(d) If fewer the Issuer redeems less than all of the outstanding Notes, the Registrar and Paying Agent shall select the Notes are to be redeemed at any time, not more than 45 days prior in the manner described under Section 3.02 of the Forty-Seventh Supplemental Indenture.
(e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the redemption date, provisions of Sections 3.01 through 3.06 of the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumForty-Seventh Supplemental Indenture.
Appears in 1 contract
Optional Redemption. (1) Except as set forth in clause (2) belowThe Company may, at its option, redeem the Notes shall be redeemable Notes, in whole or in part, at any time or in part and from time to timetime prior to April 15, at 2032 (the Company’s option, date that is 3 months prior to the Stated Maturity of the principal of the Notes) (the “Par Call Date”), at a redemption price Redemption Price (expressed as calculated by the Company a percentage of principal amount and rounded to three decimal places) equal to the greater of: of (1) (a) 100% of the principal amount of the Notes to be redeemed; and (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if discounted to the Redemption Date (assuming the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 35 basis points, less (b) interest accrued to the Redemption Date, and (2) 100% of the principal amount of Notes to be redeemed, plus, in the case of clauses (a) and (b)either case, accrued and unpaid interest, if any any, on the amount Notes being redeemed to, but excluding, the date Redemption Date (subject to the right of redemption.
(2) If Holders of record on the Company elects relevant Regular Record Date to redeem receive interest due on any Notes Interest Payment Date that is on or prior to the Redemption Date). On or after the Par Call Date, the Company shall pay an amount may redeem the Notes, in whole or in part, at any time and from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes redeemed, being redeemed plus accrued and unpaid interest, if any, on the Notes being redeemed to, but excluding, the date Redemption Date (subject to the right of redemption.
(3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder Holders of record of on the Notes relevant Regular Record Date to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, receive interest will cease to accrue due on any Notes Interest Payment Date that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days is on or prior to the Redemption Date). Any redemption dateor notice thereof pursuant to Section 2.06 of the Thirty-Eighth Supplemental Indenture may, at the particular Notes Company’s discretion, be subject to one or portions thereof for redemption from the outstanding Notes more conditions precedent, including, but not previously called shall be selected in accordance with the procedures limited to, completion of DTC. The Trustee shall have no obligation to calculate any redemption price an equity offering, other offering, issuance of indebtedness or premiumother transaction or event.
Appears in 1 contract
Sources: Supplemental Indenture (Fidelity National Information Services, Inc.)
Optional Redemption. (1a) Except as set forth in clause (2) belowAt any time prior to December 10, 2024, the Notes shall be redeemable Issuer may at its option redeem the 2025 Notes, in whole at any time or in part from time to time, at the Company’s option, prior to the Par Call Datepart, at a redemption price as calculated by the Company equal to the greater of: :
(ai) 100% of the principal amount of the 2025 Notes to be redeemed; and and
(bii) the sum of the present values value of (i) the redemption price (100% of the principal amount of the 2025 Notes to be redeemed) on December 10, 2024 and (ii) all required remaining scheduled interest payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date 2025 Notes to be redeemed through December 10, 2024 (exclusive not including any portion of such payments of interest accrued and unpaid to the date of redemption), Redemption Date) discounted to the date of redemption Redemption Date on a semi-an annual basis (assuming a 360-day year consisting of twelve 30-day monthsActual/Actual ICMA) at the then current Treasury applicable Comparable Government Bond Rate plus 15 20 basis points, plus, in the case of clauses (a) and (b), plus accrued and unpaid interest, if any interest on the principal amount being of the 2025 Notes to be redeemed to, but excludingnot including, the date of redemptionRedemption Date. The Comparable Government Bond Rate will be calculated on the third Business Day next preceding the Redemption Date (the “Calculation Date”).
(2b) If the Company elects to redeem 2025 Notes are redeemed at any Notes time on or after the Par Call DateDecember 10, 2024, the Company shall pay an amount 2025 Notes may be redeemed at a redemption price equal to 100% of the principal amount of the 2025 Notes redeemed, to be redeemed plus accrued and unpaid interest, if any, interest thereon to, but excludingnot including, the date of redemptionRedemption Date.
(3c) Notice of any such redemption shall must be sent at least 10 but mailed by first-class mail to each Holder’s registered address, or delivered electronically if held by any depository in accordance with such depository’s customary procedures, not less than 15 nor more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, Redemption Date.
(d) The following terms have the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected meanings given to them in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premium.this Section 3.01(d):
Appears in 1 contract
Sources: First Supplemental Indenture (Delphi Automotive PLC)
Optional Redemption. (1a) Except as set forth in clause (2) belowPrior to the Par Call Date, the Issuer may redeem the Notes shall be redeemable at its option, in whole or in part, at any time or in part and from time to time, at the Company’s option, prior to the Par Call Date, at a redemption price as calculated by the Company equal to the greater of: :
(a) 100% of the principal amount of the Notes to be redeemed; and (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if discounted to the Redemption Date (assuming the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 20 basis pointspoints less (b) interest accrued to the Redemption Date; and
(2) 100% of the principal amount of the Notes to be redeemed, plus, in the case of clauses (a) and (b)either case, accrued and unpaid interest, if any on interest thereon to the amount being redeemed to, but excluding, the date of redemptionRedemption Date.
(2b) If the Company elects to redeem any Notes on On or after the Par Call Date, the Company shall pay an amount Issuer may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes redeemed, being redeemed plus accrued and unpaid interest, if any, to, but excluding, interest thereon to the Redemption Date (subject to the right of Holders on the relevant record date of redemptionto receive interest due on the relevant interest payment date).
(3c) Notice Notwithstanding any contrary provisions in Sections 3.02 or 3.03 of the Base Indenture:
(A) Any notice of redemption of the Notes shall be sent at least given not less than 10 but not days nor more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption datedate fixed for redemption, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected otherwise in accordance with the procedures Base Indenture.
(B) Any redemption of DTCthe Notes may, at the Issuer’s discretion, be conditioned on the satisfaction or waiver of one or more conditions, including a sale of securities or other financing, in each case as specified in the notice of redemption in reasonable detail. A notice of conditional redemption will be of no effect unless all conditions to the redemption have occurred on or before the Redemption Date or have been waived by the Issuer on or before the Redemption Date. The Trustee Issuer shall have provide notice of any waiver of a condition or failure to meet such conditions no obligation to calculate later than the Redemption Date.
(d) Except as provided above, any redemption of the Notes shall be made pursuant to the provisions of Sections 3.01 through 3.03 of the Base Indenture. The actual redemption price, calculated as provided in this Section 4.01 and paragraph 5 of the form of Note attached as Exhibit A hereto, shall be certified in writing to the Trustee by the Issuer no later than the Redemption Date.
(e) The Issuer’s actions and determinations in determining the redemption price or premiumshall be conclusive and binding for all purposes, absent manifest error.
Appears in 1 contract
Sources: Eleventh Supplemental Indenture (Boardwalk Pipeline Partners, LP)
Optional Redemption. (1) Except as set forth in clause The provisions of Article 10 of the Base Indenture shall be applicable to the Notes, subject to the provisions of this Section 2.6.
(2) belowThe Company may, at its option, redeem the Notes shall be redeemable Notes, in whole or in part, at any time or in part from time to time, at the Company’s option, prior to the Par Call DateMarch 5, 2024, at a redemption price as calculated by the Company Redemption Price equal to the greater of: of (ai) 100% of the aggregate principal amount of the Notes to be redeemed; and redeemed or (bii) the sum of the present values of the remaining scheduled payments of principal of and interest thereon that would be due if on the Notes matured on the Par Call Date (exclusive of interest to be redeemed, not including accrued and unpaid interest, if any, to the date of redemption)Redemption Date, discounted to the date of redemption Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 25 basis points, plus, in the case of clauses (a) and (b)each case, accrued and unpaid interest, if any any, on the amount Notes being redeemed to, but excludingnot including, the date Redemption Date (subject to the right of redemptionHolders of record at the close of business on the relevant Regular Record Date to receive interest due on any Interest Payment Date that is on or prior to the Redemption Date). The Company shall give the Trustee written notice of the Redemption Price with respect to any redemption pursuant to this clause (2) promptly after the calculation thereof and the Trustee shall have no responsibility for such calculation.
(23) If The Company may, at its option, redeem the Company elects to redeem Notes, in whole or in part, at any Notes time on or after the Par Call DateMarch 5, the Company shall pay an amount 2024, at a Redemption Price equal to 100% of the aggregate principal amount of the Notes being redeemed, plus accrued and unpaid interest, if any, on the Notes being redeemed to, but excludingnot including, the date Redemption Date (subject to the right of redemption.
(3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder Holders of record at the close of business on the Notes relevant Regular Record Date to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, receive interest will cease to accrue due on any Notes Interest Payment Date that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days is on or prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumRedemption Date).
Appears in 1 contract
Sources: Fourth Supplemental Indenture (Fidelity National Information Services, Inc.)
Optional Redemption. (1) Except as set forth in clause (2) below, the Notes shall be redeemable in whole at any time or in part from time to time, at the Company’s option, prior to the Par Call Date, at a redemption price as calculated by the Company equal to the greater of: (a) 100% The Company may, at its option, redeem (each, an "Optional -------- Redemption") the Notes at any time, in whole or in part, without penalty or ---------- premium, in a minimum aggregate Principal Amount of $1,000,000 (or, if the aggregate outstanding principal amount of the Notes is less than $1,000,000 at such time, then such Principal Amount) and in integral multiples of $1,000,000, in each case for a redemption price equal to be redeemed; and (b) the sum aggregate Principal Amount of the present values of the remaining scheduled payments of principal and Notes so redeemed, together with accrued but unpaid interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted such Principal Amount to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 basis points, plus, in the case of clauses (a) and (b"Redemption Date"), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemptionwithout --------------- penalty or premium.
(2b) If the Company elects to redeem any Notes on or after the Par Call Dateundertakes an Optional Redemption in accordance with this Section 6.4, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
notice (3a "Redemption Notice") Notice of redemption shall be sent given ----------------- by the Company, at least 10 but not more than 60 days before the redemption date its own expense, to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless The Redemption Notice shall be sent by first class mail, postage prepaid, to such Holder's address appearing in the Note Register, by the Company not less than thirty (30) nor more than sixty (60) days prior to the expected Redemption Date. The Redemption Notice shall state:
(i) the expected Redemption Date;
(ii) that such redemption is an Optional Redemption made pursuant to this Section 6.4;
(iii) the Principal Amount of each Note to be redeemed plus the amount of the interest to be paid on each such Note, accrued to the Redemption Date (the Principal Amount plus accrued but unpaid interest thereon, the "Redemption ---------- Price"); -----
(iv) the place where or manner in which the Notes to be redeemed are to be surrendered to the Company for payment; and
(c) In the case of any partial Optional Redemption, selection of the Notes for redemption will be made not more than sixty (60) days prior to the Redemption Date by the Company on a pro rata basis, by lot or by such other --- ---- method as the Company in its sole discretion shall deem to be fair and appropriate, although no Note of $1,000 in Principal Amount or less will be redeemed in part.
(d) If a Redemption Notice has been given in accordance with this Section 6.4, such Notes (or the portions thereof to be redeemed) shall, on the Redemption Date, become due and payable at the Redemption Price and from and after such date (unless the Company defaults in the payment of the redemption price, interest will Redemption Price) such Notes (or the portions thereof to be redeemed) shall cease to accrue on bear interest. Upon surrender of such Notes for redemption in accordance with such Redemption Notice, such Notes (or the portions thereof to be redeemed) shall be paid by the Company at the Redemption Price. If any Notes that have been Note (or portion thereof) called for redemption shall not be so paid upon surrender thereof for redemption, such Note shall, until paid, bear interest from the Redemption Date at the Interest Rate.
(e) If any Note is duly surrendered by its Holder for redemption date. If fewer than all only in part, following the consummation of such redemption, the Company shall execute and deliver to such Holder, without service charge, a new Note or Notes, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the Notes are to be redeemed at any time, not more than 45 days prior to Principal Amount of the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumNote so surrendered.
Appears in 1 contract
Sources: Investment Agreement (Acterna Corp)
Optional Redemption. (1a) Except The provisions of Article 11 of the Base Indenture, as set forth in clause (2supplemented by the provisions of this First Supplemental Indenture, shall apply to the Notes.
b) below, the The Notes shall be redeemable as a whole or in whole part, at any time or in part and from time to time, time at the Company’s option, option prior to February 1, 2026 (the “Notes Par Call Date”), at a redemption price as calculated by the Company equal to the greater of: (a) 100% of the principal amount of the Notes to be redeemed; and (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due , plus a Make-Whole Amount, if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption)any, discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed interest to, but excluding, the date of redemptionRedemption Date.
(2c) If The Notes shall be redeemable as a whole or in part, at any time and from time to time at the Company elects to redeem any Notes Company’s option on or after February 1, 2026 and prior to the Par Call Maturity Date, the Company shall pay an amount at a price equal to 100% of the their principal amount of the Notes redeemedamount, plus accrued and unpaid interest, if any, interest to, but excluding, the date of redemptionRedemption Date.
(3d) Notice of In each case, redemption shall be sent at least 10 but upon notice not fewer than 30 days and not more than 60 days before prior to the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption dateRedemption Date. If fewer less than all of the Notes are to be redeemed, the particular Notes to be redeemed at any time, will be selected not more than 45 days prior to the redemption date, Redemption Date by the particular Notes or portions thereof for redemption Trustee from the outstanding Notes not previously called shall for redemption, by lot, or in the Trustee’s discretion, on a pro-rata basis, provided that the unredeemed portion of the principal amount of any Notes will be in an authorized denomination (which will not be less than the minimum authorized denomination) for such Notes. The Trustee will promptly notify us in writing of the Notes selected for redemption and, in accordance with the procedures case of DTCany Notes selected for partial redemption, the principal amount thereof to be redeemed. The Trustee shall have no obligation to calculate any redemption price price, including any Make-Whole Amount, or premiumany component thereof, and the Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate delivered by the Company that specifies any redemption price.
e) Unless the Company defaults on the payment of the redemption price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption.
Appears in 1 contract
Optional Redemption. (1a) Except as set forth in clause (2) belowSubject to Section 2.6 and Section 2.7 hereof and, for the avoidance of doubt, the BMA Redemption Requirements, prior to June 1, 2030 (the “Par Call Date”), the Company may redeem the Senior Notes shall be redeemable at its option, in whole at any time time, or in part from time to time, at the Company’s option, prior a Redemption Price (expressed as a percentage of principal amount and rounded to the Par Call Date, at a redemption price as calculated by the Company three decimal places) equal to the greater of: (a) 100% of the principal amount of the Notes to be redeemed; and (bi)(A) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if discounted to the Redemption Date (assuming the Senior Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 30 basis pointspoints less (B) interest accrued to the date of redemption; and (ii) 100% of the principal amount of the Senior Notes to be redeemed, plus, in the case of clauses (a) and (b)either case, any accrued and unpaid interest, if any on the amount being redeemed interest thereon to, but excluding, the date of redemptionRedemption Date.
(2b) If Subject to Section 2.6 and Section 2.7 hereof and, for the Company elects to redeem any Notes avoidance of doubt, the BMA Redemption Requirements, on or after the Par Call Date, the Company shall pay an amount may redeem the Senior Notes, in whole at any time, or in part from time to time, at a Redemption Price equal to 100% of the principal amount of the Senior Notes redeemed, being redeemed plus any accrued and unpaid interest, if any, interest thereon to, but excluding, the date of redemptionRedemption Date.
(3c) Notice The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, the Trustee shall have no responsibility to determine (or to verify or review the Company’s determination of) the Redemption Price or the Treasury Rate.
(d) Notwithstanding Section 14.2 of the Original Indenture, for any redemption of the Senior Notes pursuant to Section 2.5 hereof, the Company will send the Holders of the Senior Notes to be redeemed a notice of redemption shall be sent by first-class mail or electronically at least 10 but and not more than 60 days before prior to the date fixed for redemption. Notices of redemption date may, in the Company’s sole discretion, be subject to each Holder one or more conditions precedent, including but not limited to, the consummation of record a financing transaction, equity offering, asset disposition or other corporate transaction (or series of transactions) or the satisfaction of the BMA Redemption Requirements. In addition, if such redemption is subject to the satisfaction of any such condition, the notice of redemption may state that, in the Company’s discretion, the Redemption Date may be delayed until such time as such condition shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that such condition shall not have been satisfied by the Redemption Date, or the Redemption Date so delayed. If the Company elects to redeem fewer than all the Senior Notes outstanding, unless otherwise agreed in a Holder’s redemption agreement, the Trustee, in its sole discretion, will select in a fair and appropriate manner, including pro rata or by lot, the Senior Notes to be redeemed at its registered address. The notice in whole or in part, or, in the case of redemption for Global Notes, based on the Notes will statemethod required by the Depository, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place unless otherwise required by law or places that payment will be made upon presentation and surrender of Notes to be redeemed. applicable stock exchange or Depository requirement.
(e) Unless the Company defaults in the payment of the Redemption Price, the Senior Notes called for redemption price, interest will shall cease to accrue any interest on any Notes that have been called for redemption at and after the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumRedemption Date.
Appears in 1 contract
Sources: Fifth Supplemental Indenture (Aspen Insurance Holdings LTD)
Optional Redemption. (1) Except as set forth in clause (2) below, the Notes shall be redeemable in whole at At any time or in part and from time to timetime prior to July 30, 2026, the Company shall have the right to redeem the Notes, in whole or in part, at the Company’s its option, prior to the Par Call Date, at a redemption price as calculated by the Company equal to the greater of: :
(ai) 100% of the principal amount of the Notes to be redeemed; and and
(bii) the sum of the present values of the remaining scheduled Remaining Scheduled Payments on the Notes to be redeemed (not including any portion of the payments of principal interest that will be accrued and interest thereon that would be due if unpaid to and including the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), Redemption Date) discounted to the date of redemption Redemption Date on a semi-an annual basis (assuming a 360-day year consisting of twelve 30-day monthsACTUAL/ACTUAL (ICMA)) at the then current Treasury applicable Comparable Government Bond Rate plus 15 40 basis points, plus, in the case of clauses (a) and (b), plus accrued and unpaid interest, if any any, on the principal amount of the Notes being redeemed to, but excluding, the date of redemption.
(2) If the Company elects to redeem any Notes on Redemption Date. On or after the Par Call DateJuly 30, 2026, the Company shall pay an amount have the right, at its option, to redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes redeemedNotes, plus accrued and unpaid interest, if any, on the principal amount of the Notes being redeemed to, but excluding, the date Redemption Date. The Company will mail notice of redemption.
(3) Notice of any redemption shall be sent at least 10 but not more than 60 days before to the redemption date to each Holder of record registered Holders of the Notes to be redeemed not less than 15 nor more than 60 days prior to the Redemption Date. Any notice may, at its registered addressthe discretion of the Company be subject to the satisfaction or waiver of one or more conditions precedent. The In that case, the notice shall state the nature of redemption for such condition precedent. If the Notes will state, among other thingsare only partially redeemed pursuant to Section 3.01 of the Third Supplemental Indenture, the amount of Notes to be redeemedredeemed will be selected by the Trustee in such manner as in its sole discretion it shall deem appropriate and fair, the redemption date, subject to any applicable Depositary procedures. If money sufficient to pay the redemption price and of all of the place Notes (or places that payment will be made upon presentation and surrender of Notes a portion thereof) to be redeemed. Unless redeemed on the Company defaults Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date as provided herein and in the payment of the redemption priceIndenture, then on and after such Redemption Date, interest will cease to accrue on any such Notes that have been (or such portion thereof) called for redemption. In the event of redemption at of this Note in part only, a new Note or Notes for the redemption date. If fewer than all unredeemed portion hereof shall be issued in the name of the Notes are to be redeemed at any time, not more than 45 days prior to Holder hereof upon the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumcancellation hereof.
Appears in 1 contract
Optional Redemption. (1a) Except as set forth in clause (2) below, the Issuer will not be entitled to redeem Notes shall be redeemable at its option prior to the Maturity Date.
(b) Prior to the Par Call Date, the Issuer may redeem the Notes at its option, in whole or in part, at any time or in part and from time to time, at the Company’s option, prior to the Par Call Date, at a redemption price (expressed as calculated by the Company a percentage of principal amount and rounded to three decimal places) equal to the greater of: :
(a) 100% of the principal amount of the Notes to be redeemed; and (bA) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if discounted to the Redemption Date (assuming the Notes to be redeemed matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 basis points, less (B) interest accrued to the Redemption Date, and
(ii) 100% of the principal amount of the Notes to be redeemed, plus, in the case of clauses (a) and (b)either case, accrued and unpaid interest, if any on interest thereon to the amount being redeemed to, but excluding, the date of redemption.
(2) If the Company elects to redeem any Notes on Redemption Date. On or after the Par Call Date, the Company shall pay an amount Issuer may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes redeemed, each Note to be redeemed plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
(3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of interest on the Notes to be redeemed at its registered address. The to, but not including, such Redemption Date.
(c) Any notice of any redemption for the Notes will state, among other things, the amount of Notes may be given prior to be redeemed, the redemption datethereof, the and any such redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption pricenotice may, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an equity offering or other corporate transaction.
(d) If fewer the Issuer redeems less than all of the outstanding Notes, the Registrar and Paying Agent shall select the Notes are to be redeemed at any time, not more than 45 days prior in the manner described under Section 3.02 of the Fifty-Second Supplemental Indenture.
(e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the redemption date, provisions of Sections 3.01 through 3.06 of the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumFifty-Second Supplemental Indenture.
Appears in 1 contract
Optional Redemption. (1) Except as set forth in clause (2) belowNo sinking fund is provided for the Notes. The Notes shall not be redeemable by the Company prior to September 21, 2026. On or after September 21, 2026, and before the 51st Scheduled Trading Day immediately preceding the Maturity Date, the Company may redeem (an “Optional Redemption”) for cash all or any portion of the Notes shall be redeemable in whole at any time or in part from time (subject to timethe Partial Redemption Limitation), at the Company’s optionrelevant Redemption Price, prior to if the Par Call Date, Last Reported Sale Price of the Common Stock has been at a redemption price as calculated by the Company equal to the greater of: (a) 100least 130% of the principal amount Conversion Price then in effect for at least 20 Trading Days (whether or not consecutive) during any 30 consecutive Trading Day period (including the last Trading Day of such period) ending on, and including, the Notes to be redeemed; and (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to Trading Day immediately preceding the date on which the Company provides the Notice of redemption), discounted to Redemption in accordance with Section 16.02. The Trustee shall have no liability or responsibility for determining whether the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption.
(2) conditions for Optional Redemption have been met. If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% fewer than all of the outstanding Notes, at least $100,000,000 aggregate principal amount of Notes must be outstanding and not subject to redemption as of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excludingrelevant date of a Notice of Redemption (such requirement, the date of redemption.
(3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date“Partial Redemption Limitation”). If fewer than all of the outstanding Notes are to be redeemed at any time, not more than 45 days prior and the Notes to the redemption datebe redeemed are Global Notes, the particular Notes to be redeemed shall be selected by the Depositary in accordance with the applicable procedures of the Depositary. If fewer than all of the outstanding Notes are to be redeemed and the Notes to be redeemed are not Global Notes, the Trustee shall select the Notes or portions thereof to be redeemed (in principal amounts of $1,000 or multiples thereof) by lot, on a pro rata basis or by another method the Trustee considers to be fair and appropriate. If any Note selected for partial redemption from is submitted for conversion in part after such selection, the outstanding Notes not previously called portion of the Note submitted for conversion shall be deemed (so far as may be possible) to be the portion selected for redemption, subject, in accordance with the procedures case of DTC. The Trustee shall have no obligation Notes represented by a Global Note, to calculate any redemption price or premiumthe Depositary’s applicable procedures.
Appears in 1 contract
Optional Redemption. (1a) Except as set forth in clause (2) below, the The Notes shall be redeemable redeemable, in each case, in whole at any time or in part from time to timepart, at the Company’s optionoption of the Company beginning with the Interest Payment Date on December 15, 2030, but not prior to the Par Call thereto, and on any Floating Rate Interest Payment Date thereafter (each a “Redemption Date”), at a redemption price as calculated by the Company equal to the greater of: (a) 100% of the principal amount of the Notes to be redeemed; and (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate redeemed plus 15 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on interest to but excluding the amount being Redemption Date. The Notes may not otherwise be redeemed to, but excluding, prior to the date of redemptionMaturity Date.
(2b) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemedpursuant to the optional redemption provisions of Section 5.01(a) of this Fourth Supplemental Indenture on December 15, plus accrued and unpaid interest2030 or any Floating Rate Interest Payment Date thereafter, if any, to, but excluding, the date of redemption.
(3) Notice of redemption shall be sent at least 10 days prior to the Redemption Date (unless a shorter notice shall be agreed to in writing by the Trustee) but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other thingsRedemption Date, the Company shall furnish to the Trustee an Officers’ Certificate setting forth (i) the applicable section of this Indenture pursuant to which the redemption shall occur, (ii) the Redemption Date, (iii) the principal amount of Notes to be redeemed, the redemption date, (iv) the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. (v) a Board Resolution.
(c) If fewer less than all of the Notes are to be redeemed, the Trustee shall select the Notes to be redeemed on a pro rata basis. The Trustee shall promptly notify in writing the Company of the Notes selected for redemption and, in the case of any Notes selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $1,000 or integral multiples of $1,000 in excess thereof; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.
(d) In the case of any redemption, at least 10 days but no more than 60 days before the Redemption Date, the Company shall mail, or cause to be mailed, a notice of redemption by first-class mail to each Holder of Notes to be redeemed at any timesuch H▇▇▇▇▇’s registered address appearing on the register. The notice shall identify the Notes to be redeemed (including the CUSIP and/or ISIN numbers thereof, not if any) and shall state:
(i) the Redemption Date;
(ii) the principal amount of the Notes that are being redeemed;
(iii) the redemption price and accrued interest to the Redemption Date that is payable pursuant to Section 3.8 of the Base Indenture;
(iv) if fewer than all outstanding Notes are to be redeemed, the portion of the principal amount of such Notes to be redeemed and that, after the Redemption Date and upon surrender of such Notes, if applicable, a new Note or Notes in principal amount equal to the unredeemed portion will be issued;
(v) the name and address of the Paying Agent;
(vi) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;
(vii) that unless the Company defaults in making the redemption payment, interest on Notes called for redemption ceases to accrue on and after the Redemption Date;
(viii) if such notice is conditioned upon the occurrence of one or more than 45 conditions precedent, the nature of such conditions precedent;
(ix) the applicable section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and
(x) that no representation is made as to the correctness or accuracy of the CUSIP and/or ISIN numbers, if any, listed in such notice or printed on the Notes. The Company may state in the notice of redemption that payment of the redemption price and performance of its obligations with respect to redemption or purchase may be performed by another Person. At the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at its expense; provided, that the Company shall have delivered to the Trustee, at least 15 days prior to the redemption dateRedemption Date, an Officers’ Certificate requesting that the particular Notes or portions thereof for redemption from Trustee give such notice and attaching a copy of such notice, which shall set forth the outstanding Notes not previously called shall information to be selected stated in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumsuch notice as provided in this Section 5.01.
Appears in 1 contract
Sources: Fourth Supplemental Indenture (WSFS Financial Corp)
Optional Redemption. (1) Except as set forth in clause (2) below, the Notes shall The Securities may be redeemable in whole redeemed at any time or in part from time to time, at the option of the Company’s option, prior in whole or from time to the Par Call Datetime in part, at a redemption price as calculated by the Company equal to the greater of: of (ai) 100% of the principal amount of the Notes Securities then outstanding to be redeemed; and , or (bii) the sum of the present values of the remaining scheduled payments of the principal amount to be redeemed and interest thereon (assuming that the Three-Month LIBOR Rate through the Stated Maturity Date of the Securities would be due if remain constant as of the Notes matured on the Par Call Date (Redemption Date), exclusive of accrued but unpaid interest accrued to the date of redemption)Redemption Date, discounted to the date of redemption Redemption Date on a semibond-annual equivalent yield basis (assuming a 360-day year consisting of twelve 30-day months) and at a rate per annum equal to the then current Treasury Three-Month LIBOR Rate as of the Redemption Date plus 15 25 basis pointspoints (0.25%), plus, plus in the case of clauses (a) and (b)each case, accrued and unpaid interest, if interest to the Redemption Date (the “Redemption Price”). Periodic interest installments with respect to which the Interest Payment Date is prior to any Redemption Date will be payable to Holders of record at the close of business on the amount being redeemed torelevant Record Dates referred to herein, but excluding, all as provided in the date of redemption.
(2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
(3) Indenture. Notice of redemption shall will be sent mailed at least 10 30 days but not more than 60 days before the redemption date Redemption Date to each Holder of record of the Notes Securities to be redeemed at its his registered address. The notice Securities in denominations larger than $1,000 may be redeemed in part but only in whole multiples of redemption for $1,000. On or after the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, Redemption Date interest will cease to accrue on any Notes that have been Securities or on the portions thereof called for redemption at redemption, as the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTCcase may be. The Trustee shall have no obligation to calculate any redemption price or premiumnot be responsible for the calculation of the Redemption Price. The Company shall notify the Trustee of the Redemption Price promptly after the calculation thereof.
Appears in 1 contract
Optional Redemption. (1) Except as set forth in clause (2) below, the Notes shall be redeemable in whole at At any time or in part and from time to timetime prior to October 15, 2024, the Company shall have the right to redeem the Notes, in whole or in part, at the Company’s its option, prior to the Par Call Date, at a redemption price as calculated by the Company equal to the greater of: :
(ai) 100% of the principal amount of the Notes to be redeemed; and and
(bii) the sum of the present values of the remaining scheduled Remaining Scheduled Payments on the Notes to be redeemed (not including any portion of the payments of principal interest that will be accrued and interest thereon that would be due if unpaid to and including the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), Redemption Date) discounted to the date of redemption Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current applicable Treasury Rate plus 15 10 basis points, plus, in the case of clauses (a) and (b), plus accrued and unpaid interest, if any any, on the principal amount of the Notes being redeemed to, but excluding, the date of redemption.
(2) If the Company elects to redeem any Notes on Redemption Date. On or after the Par Call DateOctober 15, 2024, the Company shall pay an amount have the right, at its option, to redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, on the principal amount of the Notes being redeemed to, but excluding, the date Redemption Date. The Company will mail (or send electronically in accordance with applicable Depositary procedures) notice of redemption.
(3) Notice of any redemption shall be sent at least 10 but not more than 60 days before to the redemption date to each Holder of record registered Holders of the Notes to be redeemed not less than 15 nor more than 60 days prior to the Redemption Date. Any notice may, at its registered addressthe discretion of the Company be subject to the satisfaction or waiver of one or more conditions precedent. The In that case, the notice shall state the nature of redemption for such condition precedent. If the Notes will state, among other thingsare only partially redeemed pursuant to Section 3.01 of the Supplemental Indenture, the amount of Notes to be redeemedredeemed will be selected by the Trustee in such manner as in its sole discretion it shall deem appropriate and fair, the redemption date, subject to any applicable Depositary procedures. If money sufficient to pay the redemption price and of all of the place Notes (or places that payment will be made upon presentation and surrender of Notes a portion thereof) to be redeemed. Unless redeemed on the Company defaults Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date as provided herein and in the payment of the redemption priceIndenture, then on and after such Redemption Date, interest will cease to accrue on any such Notes that have been (or such portion thereof) called for redemption. In the event of redemption at of this Note in part only, a new Note or Notes for the redemption date. If fewer than all unredeemed portion hereof shall be issued in the name of the Notes are to be redeemed at any time, not more than 45 days prior to Holder hereof upon the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumcancellation hereof.
Appears in 1 contract
Optional Redemption. (1a) Except The provisions of Article III of the Indenture, as set forth amended by the provisions of this Ninth Supplemental Indenture, shall apply to the Notes.
(b) The Notes are subject to redemption upon notice mailed or electronically delivered (or otherwise transmitted in clause accordance with the Depositary’s procedures) at least 10 days but not more than 60 days prior to the redemption date to each Registered Holder. On or after May 9, 2035 (2) belowthe “Par Call Date”), the Notes shall will be redeemable at the option of the Company, in whole or in part, at any time or in part and from time to time, at the Company’s option, prior to the Par Call Date, at a redemption price as calculated by the Company equal to the greater of: (a) 100% of the principal amount of the Notes to be redeemed; , plus accrued and unpaid interest thereon to (bbut excluding) the date of the redemption. Prior to the Par Call Date, the Notes may be redeemed at the option of the Company, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if discounted to the redemption date (assuming the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 basis points, plus, in the case of clauses (a) and points less (b), ) interest accrued and unpaid interest, if any on the amount being redeemed to, but excluding, to the date of redemption., and
(2ii) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
(3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to (but excluding) the redemption date. In the case of a partial redemption, selection of the Notes for redemption will be made pro rata or by lot (in accordance with the Depositary’s Applicable Procedures). No Notes of a principal amount of $2,000 or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note will state the portion of the principal amount of such Note to be redeemed. A new Note in a principal amount equal to the unredeemed portion of the Note will be issued in the name of the Holder of such Note upon surrender for cancellation of the original Note. For so long as the Notes are held by the Depositary (or another depositary), the redemption price and of the place or places that payment will Notes shall be made upon presentation and surrender of Notes to be redeemeddone in accordance with the Depositary’s Applicable Procedures. Unless the Company defaults in the payment of the redemption price, on and after the redemption date, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof called for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumredemption.
Appears in 1 contract
Sources: Ninth Supplemental Indenture (Quanta Services, Inc.)
Optional Redemption. (1a) Except as set forth otherwise may be specified in clause this Ninth Supplemental Indenture and in the Notes, Article Eleven of the Original Indenture shall be applicable to the Notes.
(2b) belowPrior to June 15, 2031, the Notes Issuer shall be redeemable have the right to redeem the Notes, in whole or in part, at any time or in part from time to time, at the Company’s option, prior to the Par Call Date, at a redemption price as calculated by (the Company “Optional Redemption Price”) equal to the greater of: :
(ai) 100% of the principal amount of plus accrued and unpaid interest to, but excluding, the Notes to be redeemedRedemption Date; and and
(bii) the sum of the present values of the remaining scheduled payments Remaining Scheduled Payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), Redemption Date) discounted to the date of redemption Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 20 basis points, plus, in the case of clauses (a) and (b), plus accrued and unpaid interest, if any interest on the principal amount being redeemed to, but excluding, the date of redemptionRedemption Date.
(2c) If On or after June 15, 2031, the Company elects Issuer shall have the right to redeem the Notes, in whole or in part, at any Notes on time or after from time to time, at the Par Call DateIssuer’s option, the Company shall pay for an amount in cash equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, interest on the principal amount being redeemed to, but excluding, the date of redemptionRedemption Date.
(3d) Notice The Issuer will mail notice of such redemption shall be sent at least 10 but not more than 60 days before to the redemption date to each Holder of record registered holders of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer not less than all of the Notes are to be redeemed at any time, not 10 nor more than 45 60 days prior to the redemption dateRedemption Date. If Notes are only partially redeemed pursuant to this Section 1.6, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall to be redeemed will be selected by the Trustee in such manner as in its sole discretion it shall deem appropriate and fair; provided that if at the time of redemption the Notes to be redeemed are registered as a Global Note, the Depository shall determine, in accordance with its procedures, the procedures principal amount of DTCthe Notes to be redeemed held by each of its participants that holds a position in such Notes. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the Redemption Date or at such later time on such date as is then permitted by the rules of the Depository for the Notes (if then registered as a Global Note); provided that the Issuer shall deposit with the Trustee shall have no obligation an amount sufficient to calculate any redemption price or premiumpay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid.
Appears in 1 contract
Sources: Supplemental Indenture (Equifax Inc)
Optional Redemption. (1a) Except as set forth in clause The provisions of Article Eleven of the Indenture shall apply to the Notes.
(2b) below, the Notes shall be redeemable in whole at At any time or in part and from time to time, the Notes will be redeemable, as a whole or in part, at the Company’s option, on not less than 30 nor more than 60 days’ prior written notice mailed to the Par Call Dateregistered address of each Holder of the Notes, at a redemption price as calculated by Redemption Price to be determined in accordance with the Company terms of this Section 2.3(b). If the Notes are redeemed prior to December 15, 2023, the Redemption Price for the Notes to be redeemed will equal to the greater of: of (ai) 100% of the principal amount of the Notes to be redeemed; and , or (bii) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if after the Notes matured on the Par Call related Redemption Date but for such redemption (exclusive of interest unpaid interest, if any, accrued to to, but not including, the date of redemption), Redemption Date) discounted to the date of redemption such Redemption Date on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 20 basis points, plus, in the case of clauses (a) and (b)either case, accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption.
(2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, accrued to, but excludingnot including, the date Redemption Date, subject to the rights of redemption.
(3) Notice Holders of redemption shall Notes on a Regular Record Date to receive interest due on the related Interest Payment Date. If the Notes are redeemed on or after December 15, 2023, the Redemption Price for the Notes to be sent at least 10 but not more than 60 days before the redemption date to each Holder redeemed will equal 100% of record principal amount of the Notes to be redeemed at its registered address. The notice of redemption plus unpaid interest, if any, accrued to, but not including, the Redemption Date.
(c) On and after any Redemption Date for the Notes, interest will cease to accrue on the Notes will stateor any portion thereof called for redemption, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless unless the Company defaults in the payment of the redemption price. Prior to any Redemption Date for the Notes, interest will cease the Company shall deposit with a Paying Agent, or the Trustee, funds sufficient to accrue pay the Redemption Price of the Notes to be redeemed on any Notes that have been called for redemption at the redemption such date. If fewer less than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption dateredeemed, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall to be redeemed will be selected by the Trustee by such method as the Trustee deems fair and appropriate in accordance with methods generally used at the procedures time of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumselection by fiduciaries in similar circumstances.
Appears in 1 contract
Sources: Third Supplemental Indenture (Hunt J B Transport Services Inc)
Optional Redemption. (1a) Except as set forth in Subject to clause (2b) below, on or after November 1, 2012, the Notes shall be redeemable redeemable, in whole at any time or in part from time to timepart, at the Company’s option, prior to option of the Par Call Company on any date specified by the Company in accordance with the Indenture (a “Redemption Date”), at a redemption price as calculated by the Company equal to the greater of: (a) 100% of the principal amount of the Notes to be redeemed; and (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate redeemed plus 15 basis points, plus, in the case of clauses (a) and (b), any accrued and unpaid interest, if any on the amount being redeemed interest up to, but excluding, the Redemption Date (the “Redemption Price”); provided that if the Redemption Date is on a date of redemption.
(2) If the Company elects to redeem any Notes that is after an Interest Record Date and on or after prior to the Par Call corresponding Interest Payment Date, the Company Redemption Price shall pay an amount equal to be 100% of the principal amount of the Notes redeemed, plus redeemed but shall not include accrued and unpaid interest, if any, to, but excludingand the Company shall pay such interest on the Interest Payment Date to the Noteholder of record on the corresponding Interest Record Date. Notwithstanding the foregoing, the Company may not redeem the Notes on any date if the principal amount of redemptionthe Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the relevant Redemption Date (except in the case of an acceleration resulting from a default by the Company in the payment of the Redemption Price with respect to such Notes).
(3b) Notice of redemption The Company shall be sent make at least 10 but not more than 60 days semi-annual interest payments (including the interest payment on May 1, 2008) on the Notes before it can redeem the redemption date to each Holder of record Notes at its option.
(c) If the Company calls the Notes for redemption, the Notes or portions of the Notes to be redeemed at its registered address. may be converted by the Noteholder until the close of business on the Business Day immediately preceding the Redemption Date.
(d) The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are not subject to be redeemed at redemption through the operation of any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumsinking fund.
Appears in 1 contract
Sources: First Supplemental Indenture (Champion Enterprises Inc)
Optional Redemption. (1a) Except as set forth in Subject to clause (2b) below, on or after June 15, 2015, the Notes shall be redeemable redeemable, in whole at any time or in part from time to timepart, at the Company’s option, prior to option of the Par Call Company on any date specified by the Company in accordance with the Indenture (a “Redemption Date”), at a redemption price as calculated by the Company equal to the greater of: (a) 100% of the principal amount of the Notes to be redeemed; and (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate redeemed plus 15 basis points, plus, in the case of clauses (a) and (b), any accrued and unpaid interest, if any on the amount being redeemed interest up to, but excluding, the Redemption Date (the “Redemption Price”); provided that if the Redemption Date is on a date of redemption.
(2) If the Company elects to redeem any Notes that is after an Interest Record Date and on or after prior to the Par Call corresponding Interest Payment Date, the Company Redemption Price shall pay an amount equal to be 100% of the principal amount of the Notes redeemed, plus redeemed but shall not include accrued and unpaid interest, if any, to, but excludingand the Company shall pay such interest on the Interest Payment Date to the Noteholder of record on the corresponding Interest Record Date. Notwithstanding the foregoing, the Company may not redeem the Notes on any date if the principal amount of redemptionthe Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the relevant Redemption Date (except in the case of an acceleration resulting from a default by the Company in the payment of the Redemption Price with respect to such Notes).
(3b) Notice The following provisions of the Original Indenture shall not apply with respect to the Notes: the last sentence of Section 3.02 of the Original Indenture, clause (8) of Section 3.04 of the Original Indenture, and the clause “unless the redemption or notice thereof is subject to one or more conditions as specified in the notice.” Except as otherwise provided herein, redemptions of the Notes shall be sent at least 10 but not more than 60 days before subject to Article III of the redemption date to each Holder of record Original Indenture.
(c) If the Company calls the Notes for redemption, the Notes or portions of the Notes to be redeemed at its registered address. The notice may be converted by the Noteholder until the close of redemption for business on the Notes will state, among other things, Business Day immediately preceding the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected Redemption Date in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumArticle 8 hereof.
Appears in 1 contract
Optional Redemption. (1a) Except The provisions of Article III of the Indenture, as set forth amended by the provisions of this Eighth Supplemental Indenture, shall apply to the Notes.
(b) The Notes are subject to redemption upon notice mailed or electronically delivered (or otherwise transmitted in clause accordance with the Depositary’s procedures) at least 10 days but not more than 60 days prior to the redemption date to each Registered Holder. On or after December 15, 2030 (2) belowthe “Par Call Date”), the Notes shall will be redeemable at the option of the Company, in whole or in part, at any time or in part and from time to time, at the Company’s option, prior to the Par Call Date, at a redemption price as calculated by the Company equal to the greater of: (a) 100% of the principal amount of the Notes to be redeemed; , plus accrued and unpaid interest thereon to (bbut excluding) the date of the redemption. Prior to the Par Call Date, the Notes may be redeemed at the option of the Company, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if discounted to the redemption date (assuming the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 basis points, plus, in the case of clauses (a) and points less (b), ) interest accrued and unpaid interest, if any on the amount being redeemed to, but excluding, to the date of redemption., and
(2ii) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
(3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to (but excluding) the redemption date. In the case of a partial redemption, selection of the Notes for redemption will be made pro rata or by lot (in accordance with the Depositary’s Applicable Procedures). No Notes of a principal amount of $2,000 or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note will state the portion of the principal amount of such Note to be redeemed. A new Note in a principal amount equal to the unredeemed portion of the Note will be issued in the name of the Holder of such Note upon surrender for cancellation of the original Note. For so long as the Notes are held by the Depositary (or another depositary), the redemption price and of the place or places that payment will Notes shall be made upon presentation and surrender of Notes to be redeemeddone in accordance with the Depositary’s Applicable Procedures. Unless the Company defaults in the payment of the redemption price, on and after the redemption date, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof called for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumredemption.
Appears in 1 contract
Sources: Eighth Supplemental Indenture (Quanta Services, Inc.)
Optional Redemption. (1) Except as set forth in clause (2) belowThe Company may, at its option, redeem some or all of the Notes shall be redeemable in whole at any time or in part and from time to time, at the Company’s option, prior to the Par Call Date, time at a redemption price as calculated by the Company equal to the greater of: of the following amounts, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to, but excluding, the applicable redemption date:
(ai) 100% of the principal amount of the Notes to be redeemed; and and
(bii) the sum of the present values of the principal amount and the remaining scheduled payments of principal and interest thereon that would be due if on the Notes matured on the Par Call Date to be redeemed (exclusive not including any portion of payments of interest accrued to as of the date of redemptionapplicable redemption date), discounted to the date of redemption applicable Redemption Date on a semi-annual basis (at a rate equal to the sum of the Treasury Rate plus 0.50%. The redemption price of Notes to be redeemed under this Section 2.09(a) will be calculated assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption.
(2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
(3) . Notice of any redemption shall of Notes will be sent mailed by the Company, at least 10 30 days but not more than 60 days before the applicable redemption date date, to each Holder of record holder of the Notes to be redeemed at its registered addressas provided in Section 11.6 of the Base Indenture. The notice If the Company redeems less than all of redemption for the Notes, and the Notes will state, among other thingsare Global Notes, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment redeemed will be made upon presentation and surrender of selected by the Depositary in accordance with its procedures. If the Notes to be redeemedredeemed are not Global Notes, the Trustee will select the particular Notes to be redeemed by lot, on a pro rata basis or by another method the Trustee deems fair and appropriate and as otherwise provided in the Indenture. Unless the Company defaults in the payment of the redemption price, on and after the applicable redemption date, interest will cease to accrue on any the Notes that have been called for redemption at the redemption date. If fewer than all or portions of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof called for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumredemption.
Appears in 1 contract
Optional Redemption. (1a) Except as set forth Prior to the applicable Par Call Date in clause (2) belowrespect of a Series of Notes, the Company may redeem the Notes shall be redeemable of such Series at its option, in whole or in part, at any time or in part and from time to time, at the Company’s option, prior a Redemption Price (expressed as a percentage of principal amount and rounded to the Par Call Date, at a redemption price as calculated by the Company three decimal places) equal to the greater of: of (1) (a) 100% of the principal amount of the Notes to be redeemed; and (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if on the Notes matured on the Par Call Date (exclusive of interest accrued such Series to the date of redemption), be redeemed discounted to the date Redemption Date (assuming the Notes of redemption such Series matured on such Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current applicable Treasury Rate plus (A) 10 basis points for the 2027 Notes, (B) 15 basis pointspoints for the 2030 Notes, (C) 20 basis points for the 2034 Notes, (D) 20 basis points for the 2054 Notes, and (E) 25 basis points for the 2064 Notes, less (b) interest accrued to the Redemption Date, and (2) 100% of the principal amount of the Notes to be redeemed, plus, in the case of clauses (a) and (b)either case, accrued and unpaid interest, if any on interest thereon to but not including the amount being redeemed to, but excluding, the date of redemptionRedemption Date.
(2b) If the Company elects to redeem any Notes on On or after the applicable Par Call DateDate in respect of a Series of Notes, the Company shall pay an amount may redeem the Notes of such Series, in whole or in part, at any time and from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes redeemed, of such Series being redeemed plus accrued and unpaid interest, if any, to, interest thereon to but excluding, not including the date of redemptionRedemption Date.
(3c) Notice of redemption The Company’s actions and determinations in determining the Redemption Price shall be sent at least 10 but not more than 60 days before conclusive and binding for all purposes, absent manifest error.
(d) In the redemption date to each Holder case of record a partial redemption, selection of the Notes of a Series for redemption will be made pro rata, by lot or by such other method as the Trustee in its sole discretion deems appropriate and fair, subject to the last sentence of this Section 3.1(d). No Notes of a Series of a principal amount of $2,000 or less will be redeemed in part. If any Series of Notes is to be redeemed at its registered address. The in part only, the notice of redemption for the that relates to such Series of Notes will state, among other things, state the portion of the principal amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender such Series of Notes to be redeemed. A new Note of such Series in a principal amount equal to the unredeemed portion of the Note of such Series will be issued in the name of the Holder of the Note of such Series upon surrender for cancellation of the original Note of such Series. For so long as the Notes of a Series are held by the Depositary, the redemption of the Notes of such Series shall be done in accordance with the policies and procedures of such Depositary.
(e) Unless the Company defaults in the payment of the Redemption Price or any conditions precedent described in the notice of redemption priceare not satisfied or waived and the notice of redemption is rescinded in accordance with Section 3.3(b), on and after the Redemption Date interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof called for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumredemption.
Appears in 1 contract
Sources: Second Supplemental Indenture (Diamondback Energy, Inc.)
Optional Redemption. (1a) Except as set forth in clause (2) belowAt any time, the Notes shall be redeemable in whole at any time or in part and from time to time, at the Company’s option, prior to the Par Call DateDate in respect of a series of Notes, the Company may redeem Notes of such series, in whole or in part, at a redemption price as calculated by the Company equal to the greater of: of (ai) 100% of the principal amount of the Notes to be redeemed; , and (bii) the sum of the present values Remaining Scheduled Payments of the remaining scheduled payments of principal and interest thereon that would Notes to be due if redeemed from the Notes matured on Redemption Date to the Par Call Date (exclusive of interest accrued to the date such series of redemption), Notes discounted to the date of redemption Redemption Date on a semi-an annual basis (assuming a 360-day year consisting of twelve 30-day monthsACTUAL/ACTUAL (ICMA)) at the then current Treasury applicable Comparable Government Bond Rate plus 15 the number of basis pointspoints set forth below under the heading “Make-Whole Basis Points” applicable to such series of Notes, plus, in the case of clauses (a) and (b)each case, accrued and unpaid interest, if any any, on the principal amount of the Notes being redeemed to, but excluding, the date of redemptionRedemption Date (the “Make-Whole Redemption Price”).
(2b) If the Company elects to redeem At any Notes time on or after the Par Call DateDate in respect of a series of Notes, the Company shall pay an amount may redeem the Notes of such series, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest, if any, on the principal amount of the Notes being redeemed to, but excluding, the date of redemptionRedemption Date.
(3c) Notice of redemption shall be sent at least mailed or otherwise delivered in accordance with the applicable procedures of the depositary in accordance with Section 1104 of the Base Indenture not less than 10 but not days nor more than 60 days before prior to the redemption date Redemption Date to each Holder of record of the Notes to be redeemed at its registered addressredeemed. The notice If less than all of redemption for the Notes will state, among other things, the amount then Outstanding of Notes any series are to be redeemed, the redemption dateTrustee will select the particular Notes or portions thereof in accordance with Section 1103 of the Base Indenture or pursuant to applicable depositary procedures. If the Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, the redemption price accrued and the place or places that payment unpaid interest, if any, will be made upon presentation paid to the Person in whose name the Note is registered at the close of business on such Record Date, and surrender of no additional interest will be payable to Holders whose Notes are subject to be redeemedredemption by the Company. Unless the Company defaults in the payment of the redemption priceRedemption Price, interest will cease to accrue on any the Notes that have been or portion of the Notes called for redemption at on and after the redemption dateapplicable Redemption Date. If fewer than all On or before a Redemption Date, the Company will deposit with a Paying Agent (or the Trustee) money sufficient to pay the Redemption Price of the Notes are to be redeemed at any time, not more than 45 days prior to on that date.
(d) For the redemption datepurposes of this Section, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premium.terms below are defined as follows:
Appears in 1 contract
Optional Redemption. (1a) Except The provisions of Article 11 of the Base Indenture, as set forth in clause (2supplemented by the provisions of this Second Supplemental Indenture, shall apply to the Notes.
b) below, the The Notes shall be redeemable as a whole or in whole part at any time or in part and from time to timetime on or after May 31, 2020 at the Company’s option, upon notice not fewer than 30 days and not more than 60 days prior to the Par Call Datedate fixed for redemption to each Holder of Notes to be redeemed, at a redemption price as calculated by the Company equal to the greater of: (a) 100% of the principal amount of the Notes to be redeemed; and (b) the sum of the present values of the remaining scheduled payments of principal and plus any unpaid interest payable thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of fixed for redemption.
(2c) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
(3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer less than all of the Notes are to be redeemed, the particular Notes to be redeemed at any time, will be selected not more than 45 days prior to the redemption date, date by the particular Notes or portions thereof for redemption Trustee from the outstanding Notes not previously called shall for redemption, by lot, or in the Trustee’s discretion, on a pro-rata basis, provided that the unredeemed portion of the principal amount of any Notes will be selected in accordance with an authorized denomination (which will not be less than the procedures of DTCminimum authorized denomination) for such Notes. The Trustee shall have no obligation will promptly notify us in writing of the Notes selected for redemption and, in the case of any Notes selected for partial redemption, the principal amount thereof to calculate any be redeemed.
d) Unless the Company defaults on the payment of the redemption price or premiumprice, on and after the date of redemption, interest will cease to accrue on the Notes called for redemption.
Appears in 1 contract
Sources: Second Supplemental Indenture (B. Riley Financial, Inc.)
Optional Redemption. (1) Except as set forth in clause (2) below, the Notes shall be redeemable in whole at At any time or in part and from time to timetime prior to December 30, 2029, the Company shall have the right to redeem the Notes, in whole or in part, at the Company’s its option, prior to the Par Call Date, at a redemption price as calculated by the Company equal to the greater of: :
(ai) 100% of the principal amount of the Notes to be redeemed; and and
(bii) the sum of the present values of the remaining scheduled Remaining Scheduled Payments on the Notes to be redeemed (not including any portion of the payments of principal interest that will be accrued and interest thereon that would be due if unpaid to and including the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), Redemption Date) discounted to the date of redemption Redemption Date on a semi-an annual basis (assuming a 360-day year consisting of twelve 30-day monthsACTUAL/ACTUAL (ICMA)) at the then current Treasury applicable Comparable Government Bond Rate plus 15 45 basis points, plus, in the case of clauses (a) and (b), plus accrued and unpaid interest, if any any, on the principal amount of the Notes being redeemed to, but excluding, the date of redemption.
(2) If the Company elects to redeem any Notes on Redemption Date. On or after the Par Call DateDecember 30, 2029, the Company shall pay an amount have the right, at its option, to redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes redeemedNotes, plus accrued and unpaid interest, if any, on the principal amount of the Notes being redeemed to, but excluding, the date Redemption Date. The Company will mail notice of redemption.
(3) Notice of any redemption shall be sent at least 10 but not more than 60 days before to the redemption date to each Holder of record registered Holders of the Notes to be redeemed not less than 15 nor more than 60 days prior to the Redemption Date. Any notice may, at its registered addressthe discretion of the Company be subject to the satisfaction or waiver of one or more conditions precedent. The In that case, the notice shall state the nature of redemption for such condition precedent. If the Notes will state, among other thingsare only partially redeemed pursuant to Section 3.01 of the Third Supplemental Indenture, the amount of Notes to be redeemedredeemed will be selected by the Trustee in such manner as in its sole discretion it shall deem appropriate and fair, the redemption date, subject to any applicable Depositary procedures. If money sufficient to pay the redemption price and of all of the place Notes (or places that payment will be made upon presentation and surrender of Notes a portion thereof) to be redeemed. Unless redeemed on the Company defaults Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date as provided herein and in the payment of the redemption priceIndenture, then on and after such Redemption Date, interest will cease to accrue on any such Notes that have been (or such portion thereof) called for redemption. In the event of redemption at of this Note in part only, a new Note or Notes for the redemption date. If fewer than all unredeemed portion hereof shall be issued in the name of the Notes are to be redeemed at any time, not more than 45 days prior to Holder hereof upon the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumcancellation hereof.
Appears in 1 contract
Optional Redemption. (a) The provisions of Article XI of the Base Indenture, as supplemented by the provisions of this Supplemental Indenture, shall apply to the Notes.
(b) On or after February 26, 2022, and prior to September 1) Except as set forth in clause (2) below, 2031, the Notes shall be redeemable in redeemable, as a whole at any time or in part from time to timepart, at the Company’s option, on at least 10 days, but not more than 60 days, prior notice electronically delivered or mailed to each registered Holder of the Par Call DateNotes to be redeemed, at a redemption price as calculated by the Company Redemption Price equal to the greater of: of (ai) 100% of the principal amount of the Notes to be redeemed; and , or (bii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of interest and principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to and unpaid to, but not including, the date of redemptionRedemption Date), assuming for this purpose that the Notes would mature on September 1, 2031, discounted to the date of redemption Redemption Date on a semi-annual basis (semiannual basis, assuming a 360-day year consisting of twelve 30-day months) , at the then current Treasury Rate plus 15 12.5 basis points, plus, in the case of clauses (a) and (b)either case, accrued and unpaid interest, if any on the amount being redeemed interest to, but excludingnot including, the date Redemption Date for such Notes; provided, however, if the Redemption Date is after a Regular Record Date and on or prior to a corresponding Interest Payment Date, such accrued and unpaid interest will be paid on the Redemption Date to the holder of redemptionrecord on the Regular Record Date.
(2c) If the Company elects to redeem any Notes on On or after the Par Call DateSeptember 1, 2031 , the Company Notes shall pay an amount be redeemable, as a whole or in part, at the Company’s option, on at least 10 days, but not more than 60 days, prior notice electronically delivered or mailed to each registered Holder of the Notes to be redeemed, at a Redemption Price (calculated by the Company) equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest to, but not including, the Redemption Date.
(d) On and after the Redemption Date for the Notes to be redeemed, interest will cease to accrue on such Notes or any portion thereof called for redemption, unless the Company defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for such Notes, the Company shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price to be redeemed on the Redemption Date, and accrued and unpaid interest, if any, on such Notes. If less than all of the Notes are to be redeemed, such Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event, shall Notes of a principal amount of $2,000 or less be redeemed in part.
(e) Notice of any redemption shall be electronically delivered or mailed at least 10 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed; provided, however, that if the Trustee is asked to give such notice it shall be notified in writing of such request at least 5 days prior to the date of the giving of such notice (unless a shorter notice shall be satisfactory to the Trustee). Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (b) or (c) shall be set forth in an Officer’s Certificate of the Company delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date at the Redemption Price, plus accrued and unpaid interest, if any, to, but excludingnot including, the date of redemptionRedemption Date.
(3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premium.
Appears in 1 contract
Sources: Eighteenth Supplemental Indenture (Schwab Charles Corp)
Optional Redemption. (1a) Except as set forth in clause (2) below, The Company may redeem the Notes shall be redeemable in whole at any time or in part from time to time, at the Company’s option, prior to the Par Call Dateupon not less than 10 nor more than 60 days’ notice, at a redemption price as calculated by the Company equal to the greater of: (a) 100% of the principal amount of the Notes to be redeemed; and (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption.
(2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, being redeemed plus accrued and unpaid interest, if any, interest to, but excluding, the redemption date of redemption(i) on any day in the period commencing on the date falling 90 days prior to the first Reset Date and ending on and including the first Reset Date and (ii) after the first Reset Date, on any Interest Payment Date.
(3b) Notice If notice of redemption is given pursuant to Section 2.06(a) above, the Notes so to be redeemed will, on the redemption date (subject, in the case of a conditional redemption, to the satisfaction of all conditions precedent), become due and payable at the redemption price together with any accrued and unpaid interest thereon, and from and after such date (unless the Company has defaulted in the payment of the redemption price and accrued interest) such Notes shall cease to bear interest. If any Notes called for redemption shall not be paid upon surrender thereof for redemption, the principal shall, until paid, bear interest from the redemption date at the rate then applicable to the Notes.
(c) In addition, the Notes may be redeemable, in whole but not in part, upon not less than 10 nor more than 60 days’ notice, following the occurrence of a Tax Event, at the
(d) If at the time notice of redemption is given pursuant to Section 2.06(c) above, the redemption moneys are not on deposit with the Trustee, then the redemption shall be subject to their receipt on or before the Tax Event Redemption Date and such notice shall be of no effect unless such moneys are so received.
(e) In addition, the Notes may be redeemable, in whole but not in part, upon not less than 10 nor more than 60 days’ notice, for the Notes following the occurrence of a Rating Agency Event, at 102% of their principal amount plus any accrued and unpaid interest thereon to the redemption date.
(f) If, at the time a notice of redemption is given, (i) the Company has not effected satisfaction and discharge or defeasance of the Notes as described in Article IX and (ii) such notice of redemption is not being given in connection with or in order to effect satisfaction and discharge or defeasance of the Notes, then, if the notice of redemption so provides and at the Company’s option, the redemption may be subject to the condition that the Trustee shall have received, on or before the applicable redemption date, monies in an amount sufficient to pay the redemption price and accrued and unpaid interest on the Notes called for redemption to, but excluding, the redemption date. If monies in such amount are not received by the Trustee on or before such redemption date, such notice of redemption shall be sent at least 10 but automatically canceled and of no force or effect, such proposed redemption shall be automatically canceled, and the Company shall not more be required to redeem the Notes called for redemption on such redemption date. In the event that a redemption is canceled, the Company will, not later than 60 days before the Business Day immediately following the proposed redemption date date, deliver, or cause to each Holder be delivered, notice of record such cancellation to the registered Holders of the Notes to be redeemed at its registered address. The called for redemption (which notice of redemption for will also indicate that the Notes will stateor portions thereof surrendered for redemption shall be returned to the applicable Holders), among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place Company will direct the Trustee to, and the Trustee will, promptly return the Notes or places portions thereof that payment will be made upon presentation and surrender of Notes have been surrendered for redemption to be redeemedthe applicable Holders. Unless the Company defaults in the payment of the redemption priceprice or the proposed redemption is canceled in accordance with the provisions set forth in this Section 2.06(f), on and after the redemption date interest will cease to accrue on any the Notes that have been or portions thereof called for redemption at the redemption date. redemption.
(g) If fewer less than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, Trustee will select the particular Notes or any portions thereof for redemption from in integral multiples of $1,000 to be redeemed, by lot and, when the outstanding Notes not previously called shall be selected are in the form of global securities, in accordance with the applicable procedures of The Depository Trust Company (“DTC. The Trustee shall have no obligation ”).
(h) Subject to calculate the foregoing and to applicable law (including, without limitation, United States federal securities laws), the Company or its affiliates may, at any redemption price time and from time to time, purchase Outstanding Notes by tender, in the open market or premiumby private agreement.
Appears in 1 contract
Sources: Supplemental Indenture (Centerpoint Energy Resources Corp)
Optional Redemption. (1a) Except as set forth in clause (2) below, the Issuer will not be entitled to redeem Notes at its option prior to the Maturity Date.
(b) The Issuer shall be redeemable entitled, at its option, to redeem the Notes, in whole or in part, at any time or times, pursuant to and in part from time to time, at accordance with the Company’s option, terms of this paragraph 5. If the Notes are redeemed prior to the Par Call Redemption Date, at a the redemption price as calculated by for the Company Notes to be redeemed will equal to the greater of: (a) 100% of the aggregate principal amount of the Notes to be redeemed; , and (b) an amount equal to the sum of the present values value of (A) the payment on the Par Redemption Date of principal of the Notes to be redeemed and (B) the payment of the remaining scheduled payments through the Par Redemption Date of principal and interest thereon that would be due if on the Notes matured to be redeemed (excluding accrued and unpaid interest to the Redemption Date and subject to the right of Holders on the Par Call relevant Record Date (exclusive to receive interest due on the relevant Interest Payment Date) discounted from their scheduled date of interest accrued payment to the date of redemption), discounted to the date of redemption Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at using a discount rate equal to the then current Treasury Rate plus 15 40 basis points, points plus, in each of the case of clauses (a) and (b)above cases, accrued and unpaid interest, if any on the amount being redeemed toany, but excluding, the date of redemption.
(2) to such Redemption Date. If the Company elects to redeem any Notes are redeemed on or after the Par Call Redemption Date, the Company shall pay an amount redemption price for the Notes to be redeemed will equal to 100% of the principal amount of the such Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemptionto such redemption date.
(3c) Notice Any notice of any redemption shall may be sent given prior to the redemption thereof, and any such redemption or notice may, at least 10 the Issuer’s discretion, be subject to one or more conditions precedent, including, but not more limited to, completion of an equity offering or other corporate transaction.
(d) If the Issuer redeems less than 60 days before all of the redemption date to each Holder of record of outstanding Notes, the Registrar and Paying Agent shall select the Notes to be redeemed at its registered address. The notice in the manner described under Section 3.02 of the Twenty-Fourth Supplemental Indenture.
(e) Any redemption for the Notes will state, among other things, the amount of Notes pursuant to be redeemed, the redemption date, the redemption price and the place or places that payment will this paragraph 5 shall be made upon presentation and surrender pursuant to the provisions of Notes to be redeemed. Unless the Company defaults in the payment Sections 3.01 through 3.06 of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumTwenty-Fourth Supplemental Indenture.
Appears in 1 contract
Optional Redemption. (1a) Except as set forth described in clause (2) belowSection 16.01, the Notes shall not be redeemable in whole by the Company at its option prior to June 20, 2028. On or after June 20, 2028, and on or prior to the 31st Scheduled Trading Day immediately preceding the Maturity Date, the Company may, at any time or in part and from time to timetime redeem (an “Optional Redemption”) for cash all or any portion of the Notes, at the Company’s option, prior to at the Par Call DateOptional Redemption Price, if the Last Reported Sale Price of the Ordinary Shares has been at a redemption price as calculated by least 130% of the Conversion Price then in effect for at least 20 Trading Days (whether or not consecutive) during any 30 consecutive Trading Day period (including the last Trading Day of such period) ending on, and including, the Trading Day immediately preceding the date on which the Company equal to provides the greater of: (a) 100% Optional Redemption Notice in accordance with Section 16.02(b); provided, however, that the Company will not call less than all of the outstanding Notes for Optional Redemption unless the excess of the principal amount of Notes outstanding and not subject to Optional Redemption immediately before the time the Company sends the related Optional Redemption Notice over the aggregate principal amount of Notes set forth in such Optional Redemption Notice as being subject to Optional Redemption is at least one hundred million dollars ($100,000,000).
(b) In case the Company exercises its Optional Redemption right to redeem all or, as the case may be, any part of the Notes pursuant to Section 16.02, it shall fix a date for redemption (each, a “Optional Redemption Date”) and it or, at its written request received by the Trustee not less than 5 Business Days prior to the date such Optional Redemption Notice is to be sent (or such shorter period of time as may be acceptable to the Trustee), the Trustee, in the name of and at the expense of the Company, shall deliver or cause to be delivered prior written notice of such Optional Redemption (a “Optional Redemption Notice”) not less than 35 nor more than 55 Scheduled Trading Days prior to the Optional Redemption Date to the Trustee, the Paying Agent (if other than the Trustee) and each Holder so to be redeemed as a whole or in part; provided, however, that, if the Company shall give such notice, it shall also give written notice of the Optional Redemption Date to the Trustee, the Conversion Agent (if other than the Trustee) and the Paying Agent (if other than the Trustee). The Optional Redemption Date must be a Business Day.
(c) The Optional Redemption Notice, if delivered in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such Optional Redemption Notice or any defect in Notice of the Optional Redemption to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(d) Each Optional Redemption Notice shall specify:
(i) the Optional Redemption Date;
(ii) the Optional Redemption Price;
(iii) the place or places where such Notes are to be surrendered for payment of the Optional Redemption Price;
(iv) that on the Optional Redemption Date, the Optional Redemption Price will become due and payable upon each Note to be redeemed; , and that Special Interest thereon, if any, shall cease to accrue on and after the Optional Redemption Date;
(bv) that a Holder of the Notes called for an Optional Redemption may surrender all or any portion of its Notes called for an Optional Redemption for conversion at any time on or after the Optional Redemption Notice Date and prior to the close of business on the second Scheduled Trading Day immediately preceding the Optional Redemption Date or, if the Company fails to pay the Optional Redemption Price, such later date on which the Company pays the Optional Redemption Price;
(vi) the sum procedures a converting Holder must follow to convert its Notes and the Settlement Method and Specified Dollar Amount, if applicable, applicable to any conversion of Notes called for an Optional Redemption occurring at any time on or after the present values Optional Redemption Notice Date and prior to the close of business on the remaining scheduled payments second Scheduled Trading Day immediately preceding the Optional Redemption Date;
(vii) the Conversion Rate (including any Additional Shares added thereto for Holders that convert their Notes in connection with an Optional Redemption Notice at any time from, and including, the Optional Redemption Notice Date until the close of principal and interest thereon that would be due business on the second Scheduled Trading Day immediately preceding the related Optional Redemption Date (or, if the Notes matured Company fails to pay the Optional Redemption Price, such later date on which the Par Call Date Company pays or duly provides for the Optional Redemption Price));
(exclusive of interest accrued viii) the CUSIP, ISIN or other similar numbers, if any, assigned to the date of redemption), discounted to the date of redemption on a semi-annual basis such Notes;
(assuming a 360-day year consisting of twelve 30-day monthsix) at the then current Treasury Rate plus 15 basis points, pluswhether Holders (or, in the case of clauses (aa Global Note, the relevant beneficial owners) and (b), accrued and unpaid interestare requested to provide a Declaration of Status for Israeli Income Tax Purposes in relation to such Optional Redemption and/or conversion in connection with the Optional Redemption Notice and, if so, that the Company has attached such form to the Optional Redemption Notice; and
(x) in case any on the amount being Note is to be redeemed to, but excludingin part only, the date of redemption.
(2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% portion of the principal amount thereof to be redeemed and on and after the Optional Redemption Date, upon surrender of such Note, a new Note in principal amount equal to the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemptionunredeemed portion thereof shall be issued. An Optional Redemption Notice shall be irrevocable.
(3e) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the outstanding Notes are to be redeemed at any time, not more than 45 days prior pursuant to the redemption datethis Section 16.02, the particular Notes to be redeemed shall be selected by the Depositary in accordance with the applicable procedures of the Depositary, in the case of Notes represented by a Global Note or in the case of Physical Notes, the Trustee shall select, in a manner as it shall deem appropriate and fair, the Notes or portions thereof to be redeemed, in whole or in part. If any Note selected for partial redemption from is submitted for conversion in part after such selection, the outstanding Notes not previously called portion of the Note submitted for conversion shall be deemed (so far as may be possible) to be the portion selected for redemption, subject, in accordance with the procedures case of DTCNotes represented by a Global Note, to the Depositary’s applicable procedures. The Trustee Company shall have no obligation not be required to calculate register the transfer or exchange of any redemption price Note so selected for partial redemption, in whole or premiumin part, except the unredeemed portion of any such Note selected for partial redemption.
Appears in 1 contract
Sources: Indenture (CyberArk Software Ltd.)
Optional Redemption. (1) Except as set forth in clause (2) belowThe Company may, at its option, redeem some or all of the Notes shall be redeemable in whole at any time or in part and from time to time, at the Company’s option, prior to the Par Call Date, time at a redemption price as calculated by the Company equal to the greater of: of the following amounts, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to, but excluding, the applicable Redemption Date:
(a) 100% of the principal amount of the Notes to be redeemed; and or
(b) the sum of the present values of the principal amount and the remaining scheduled payments of principal and interest thereon that would be due if on the Notes matured on the Par Call Date to be redeemed (exclusive not including any portion of payments of interest accrued to as of the date of redemptionapplicable Redemption Date), discounted to the date of redemption applicable Redemption Date on a semi-annual basis at a rate equal to the sum of the Treasury Rate plus 0.20%; provided, that, if the Company redeems the Notes on or after April 1, 2043 (six months prior to the maturity date of the Notes), the redemption price for those Notes will equal 100% of the principal amount of the Notes to be redeemed. The redemption price of Notes to be redeemed under this Section 2.08 will be calculated assuming a 360-day year consisting of twelve 30-day months. The Company will provide (or direct the Trustee to provide) at the then current Treasury Rate plus 15 basis pointsnotice of any redemption of Notes, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption.
(2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
(3) Notice of redemption shall be sent at least 10 30 days but not more than 60 days before the redemption date applicable Redemption Date, to each Holder of record of the Notes to be redeemed at its registered addressas provided in Section 11.2 of the Base Indenture. The notice If the Company redeems fewer than all of redemption for the Notes, and the Notes will state, among other thingsare Global Notes, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment redeemed will be made upon presentation and surrender of selected by the Depositary in accordance with its procedures. If the Notes to be redeemedredeemed are not Global Notes, the Trustee will select the particular Notes to be redeemed by lot, on a pro rata basis, or by another method the Trustee deems fair and appropriate. Unless the Company defaults in the payment of the redemption price, on and after the applicable Redemption Date, interest will cease to accrue on any the Notes that have been called for redemption at the redemption date. If fewer than all or portions of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof called for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumredemption.
Appears in 1 contract
Optional Redemption. (1a) Except as set forth in clause (2) belowNotwithstanding the provisions of Section 8.05 of the Indenture, the Notes Series AE Bonds, upon the mailing of notice and in the manner provid▇▇ in Section 10.03 of the Indenture, shall be redeemable in at the option of the Company, as a whole at any time or in part from time to time, at the Company’s option, prior to the Par Call Date, at a redemption price as calculated by the Company equal to the greater of: of (ai) 100% of the principal amount of the Notes Series AE Bonds to be redeemed; and redeemed or (bii) the sum of the present values of ▇▇ the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption)) discounted, discounted at the then current Treasury Rate plus 30 basis points, to the date of redemption on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 basis points, plus, in the case of clauses (a) and (b)each case, accrued and unpaid interest, if any interest on the principal amount being redeemed to, but excluding, to the date of redemption.
(2b) If Notwithstanding the provisions of Section 10.03 of the Indenture, in case of the redemption at any time of less than all the outstanding Series AE Bonds, the particular Bonds or parts thereof to be redeemed ▇▇▇▇▇ be selected by the Trustee from the outstanding Series AE Bonds not previously called for redemption as nearly ▇▇ ▇▇▇cticable pro rata among the registered holders of the Series AE Bonds according to the respective principal amounts ▇▇ ▇▇▇h Bonds, provided that the portions of the principal of Series AE Bonds at any time so selected for redemption in part s▇▇▇▇ ▇▇ equal to $1,000 or a multiple thereof.
(c) Notwithstanding that Section 8.05 of the Indenture authorizes the Company elects to redeem any Notes on or after request the Par Call DateTrustee to apply Trust Moneys toward the redemption of Bonds to be selected by the Company, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
(3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places does hereby covenant that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in will not request the payment of the redemption price, interest will cease Trustee to accrue on apply any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior Trust Moneys to the redemption date, of the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures Series AE Bonds except pursuant to Section 2.03(a) of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumthis Suppl▇▇▇▇▇▇▇ ▇▇▇▇▇ture.
Appears in 1 contract
Sources: First Supplemental Indenture (Black Hills Corp /Sd/)
Optional Redemption. (1a) Except as set forth in clause (2) belowPrior to August 15, 2026, the Company may, at its option, redeem some or all of the Notes shall be redeemable in whole at any time or in part from time to time, at the Company’s option, prior to the Par Call Date, time at a redemption price as calculated by the Company equal to the greater of: of the following amounts, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to, but not including, the applicable redemption date:
(ai) 100% of the principal amount of the Notes to be redeemed; and and
(bii) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if on the Notes matured on the Par Call Date to be redeemed (exclusive not including any portion of such payments of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current applicable Treasury Rate plus 15 25 basis points. On and after August 15, plus2026, in the case Company may, at its option, redeem some or all of clauses (a) and (b)the Notes at any time or from time to time, at a redemption price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any interest on the principal amount being redeemed to, but excludingnot including, the date of redemptionapplicable redemption date.
(2b) The redemption prices of Notes to be redeemed will be calculated assuming a 360-day year of twelve 30-day months. Notice of redemption of the Notes will be given as provided in Section 3.3 of the Original Indenture. If the Company elects to redeem any Notes on or after redeems less than all of the Par Call DateNotes, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemedTrustee will select, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
(3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected by such method as the Trustee deems fair and appropriate in accordance with the procedures of DTCthe Depository Trust Company. The Trustee shall have no obligation Unless the Company defaults in the payment of the redemption price, on and after the applicable redemption date, interest will cease to calculate any redemption price accrue on the Notes or premiumportions of the Notes called for redemption.
Appears in 1 contract
Sources: Third Supplemental Indenture (Westinghouse Air Brake Technologies Corp)
Optional Redemption. (1) Except as set forth in clause (2) below, the Notes shall be redeemable in whole at any time or in part from time to time, at the Company’s option, prior to the Par Call Date, at a redemption price as calculated by the Company equal to the greater of: (a) 100% of the principal amount of the Notes to be redeemed; and (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if At any on the amount being redeemed to, but excluding, the date of redemption.
(2) If the Company elects to redeem any Notes time on or after the Par Call Date but prior to the Maturity Date, the Company shall pay may on any one or more occasions redeem all of the Notes outstanding at such time, or a part of the Notes having an aggregate principal amount equal to not less than U.S.$1,000 (or the aggregate principal amount of Notes then outstanding, whichever is less), upon not less than 10 nor more than 60 days' notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, to but excluding, excluding 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.
(3b) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any the Notes that have been or portions thereof called for redemption on the applicable redemption date.
(c) If the optional redemption date is on or after an interest Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest on the Notes, if any, will be paid only to the Person in whose name the Note is registered at the close of business on such Record Date.
(d) The Company shall cause notice of such redemption date. If fewer than all of the Notes are to be redeemed at any time, sent to the Noteholders not less than 10 nor more than 45 60 days prior to the redemption date, except that redemption notices issued in connection with a satisfaction or discharge of the particular Notes Indenture may be sent more than 60 days prior to the redemption date.
(e) An optional redemption may be subject to one or portions thereof for more conditions, including completion of a corporate transaction or other event, and the Company may postpone the optional redemption from date or cancel the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall optional redemption until such conditions have no obligation to calculate any redemption price or premiumbeen satisfied.
Appears in 1 contract
Sources: Indenture (Medicus Pharma Ltd.)
Optional Redemption. (1a) Except The provisions of Article III of the Base Indenture, as set forth in clause amended by the provisions of this Second Supplemental Indenture, shall apply to the Notes.
(2b) below, the The Notes shall be redeemable redeemable, in whole or in part, at the Company’s option at any time or in part from time to time, on at the Company’s optionleast 30 days, but not more than 60 days, prior notice mailed to the Par Call Date, at a redemption price as calculated by the Company equal to the greater of: (a) 100% registered address of the principal amount each Holder of the Notes to be redeemed; and , at a redemption price equal to the greater of (bi) 100% of the Principal Amount of the Notes to be redeemed on the Redemption Date, or (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if on the Notes matured being redeemed on the Par Call Redemption Date (exclusive not including any portion of any payments of interest accrued to and unpaid to, but excluding, the date of redemption), Redemption Date) discounted to the date of redemption Redemption Date on a semi-annual basis (semiannual basis, assuming a 360-day year consisting of twelve 30-day months) , at the then current Treasury Rate Rate, as determined by a Reference Treasury Dealer selected by the Company, plus 15 50 basis points, plus, in the case of clauses (a) and (b)either case, accrued and unpaid interest, if any interest on the amount being redeemed to, but excluding, Notes to the date of redemptionRedemption Date.
(2c) If On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion of the Notes called for redemption, unless the Company elects to redeem any Notes on defaults in the payment of the redemption price and accrued interest. On or after before the Par Call Redemption Date, the Company shall deposit with the Paying Agent (or the Trustee) money sufficient to pay an amount equal the redemption price of and accrued interest on the Note to 100% be redeemed on that date. If less than all of the Notes are to be redeemed, the Depositary shall select the Notes to be redeemed by lot in accordance with its operational arrangements. If the Notes are not Global Securities held by the Depositary, the Notes to be redeemed shall be selected by the Trustee by such method as the Trustee deems fair and appropriate; provided, however, that no Notes of a principal amount of $2,000 or less shall be redeemed in part.
(d) Notice of redemption having been given as provided in the Indenture, the Notes redeemedcalled for redemption shall, on the Redemption Date, become due and payable at the redemption price, plus accrued and unpaid interest, if any, toto the Redemption Date, but excluding, the date of redemption.
and from and after such Redemption Date (3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless unless the Company defaults shall default in the payment of the redemption priceprice and accrued interest, interest will if any) such Notes shall cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumbear interest.
Appears in 1 contract
Sources: Second Supplemental Indenture (Cytec Industries Inc/De/)
Optional Redemption. (1a) Except as set forth in clause (2) belowThe Company shall have the option to redeem the Notes, the Notes shall be redeemable in whole at any time or in part part, from time to time, at beginning with the Company’s optionInterest Payment Date on May 15, 2025, but not prior thereto (except upon the occurrence of certain events specified below), and on any Interest Payment Date thereafter, subject to obtaining the prior approval of the Federal Reserve (or any successor bank regulatory agency) to the extent such approval is then required under the rules of the Federal Reserve (“Federal Reserve Approval”). The Company shall also have the option to redeem the Notes before the Stated Maturity Date (including prior to May 15, 2025, in whole, but not in part, subject to obtaining Federal Reserve Approval, (i) upon the Par Call Dateoccurrence of a Tax Event or a Tier 2 Capital Event or (ii) if the Company is required to register as an investment company pursuant to the Investment Company Act of 1940, as amended.
(b) Any redemption of the Notes pursuant to Section 3.1(a) will be at a redemption price as calculated by the Company Redemption Price equal to the greater of: (a) 100% of the principal amount of the Notes to be redeemed; and (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed interest to, but excluding, the date of redemptionapplicable Redemption Date. Any Redemption Date will be a Business Day.
(2c) If Except to the Company elects to redeem any Notes on or after the Par Call Dateextent inconsistent with this Section 3.1, the Company shall pay an amount equal to 100% provisions of Article III of the principal amount Base Indenture shall apply to any redemption of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
(3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date pursuant to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption datethis Section 3.1. If fewer less than all of the Notes are to be redeemed at any time, and if the Notes are Global Notes held by DTC, the applicable operational procedures of DTC for selection of Notes for redemption will apply. If the Notes are not global Notes held by DTC, the Trustee will select Notes for redemption on a pro rata basis unless otherwise required by law or applicable stock exchange requirements. If any Note is to be redeemed in part only, the notice of redemption relating to such Note shall state that it is a partial redemption and the portion of the principal amount thereof to be redeemed, and a replacement Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note;
(d) For purposes of the Notes only, and not for purposes of any other Securities, Section the first sentence of Section 3.04 of the Base Indenture is hereby amended and restated in its entirety to read as follows, and as so amended and restated, shall apply to the Notes: “Notice of redemption shall be mailed or sent electronically not less than 10 days, but not more than 45 60 days, prior to a Redemption Date to each Holder of Notes to be redeemed (in the case of any notice of redemption mailed to Holders, at the address of such Holder appearing in the register of Securities maintained by the Registrar, except that notice of redemption may be mailed or sent electronically more than 60 days prior to a Redemption Date if such notice is issued in connection with a Legal Defeasance or Covenant Defeasance of the Notes or a satisfaction or discharge of this Indenture pursuant to Article VIII of the Base Indenture.”
(e) Any notice of redemption datemay be conditional in the Company’s discretion on one or more conditions precedent, and the Redemption Date may be delayed until such time as any or all of such conditions have been satisfied or revoked by the Company if the Company determines that such conditions will not be satisfied
(f) For the avoidance of doubt, the particular Notes or portions thereof for redemption from Company’s obligation to deposit the outstanding Notes not previously called Redemption Price, on one hand, and accrued interest on the Securities to be redeemed, on the other, pursuant to Section 3.06 of the Base Indenture shall be selected without duplication.
(g) For purposes of the Notes only, and not for purposes of any other Securities, the reference to “45 days” in accordance with Section 3.02 of the procedures of DTC. The Trustee Base Indenture shall have no obligation be amended to calculate any redemption price or premiumread “15 days”.
Appears in 1 contract
Sources: First Supplemental Indenture (Hilltop Holdings Inc.)
Optional Redemption. (1) Except as set forth in clause (2) below, the Notes shall be redeemable in whole at any time or in part from time to time, at the Company’s option, prior to the Par Call Date, at a redemption price as calculated by the Company equal to the greater of: (a) 100% of the principal amount of the Notes to be redeemed; and (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption.
(2) If the Company Obligor elects to redeem any the Senior Notes on or after pursuant to the Par Call Dateoptional redemption provisions of Section 2.6(i), it shall furnish to the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemedTrustee, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
(3) Notice of redemption shall be sent at least 10 45 days but not more than 60 days before the redemption date to each Holder of record Redemption Date, an Officer’s Certificate setting forth (1) the Redemption Date, and (2) the CUSIP and/or ISIN numbers of the Senior Notes.
(b) If fewer than all the Senior Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes are to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of particular Senior Notes to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee from the Outstanding Senior Notes not previously called for redemption, by such method as the Trustee shall deem fair and appropriate, and may provide for the selection for redemption of portions (equal to the minimum authorized denomination for the Senior Notes or any integral multiple thereof) of the principal amount of Senior Notes of a denomination larger than the minimum authorized denomination for the Senior Notes.
(c) The Trustee shall promptly notify the Obligor in writing of the Senior Notes selected for redemption and, in the case of any Senior Notes selected for partial redemption, the principal amount thereof to be redeemed.
(d) For all purposes of this Second Supplemental Indenture, unless the context otherwise requires, all provisions relating to the redemption of Senior Notes shall relate, in the case of any Senior Note redeemed or to be redeemed only in part, to the portion of the principal of such Senior Note which has been or is to be redeemed.
(e) Notice of redemption to the Holders of Senior Notes to be redeemed as a whole or in part at the option of the Obligor shall be given by first-class mail, postage prepaid, mailed not fewer than 30 nor more than 60 days prior to the Redemption Date, to each such Holder at such Holder’s last address appearing in the Security Register. Unless All notices of redemption shall state:
(i) the Company defaults Redemption Date;
(ii) the Redemption Price, or if not then ascertainable, the manner of calculating the Redemption Price;
(iii) if fewer than all Outstanding Senior Notes are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) of the Senior Notes to be redeemed from the Holder to whom the notice is given and that on and after the Redemption Date, upon surrender of such Senior Note, a new Senior Note or Senior Notes in the aggregate principal amount equal to the unredeemed portion thereof shall be issued in accordance with Section 2.6(h);
(iv) that on the Redemption Date the Redemption Price shall become due and payable upon each Senior Note called for redemption, and that interest, if any, thereon shall cease to accrue from and after said date;
(v) the place where Senior Notes called for redemption are to be surrendered for payment of the Redemption Price, which shall be the office or agency maintained by the Obligor pursuant to Section 9.02 of the Indenture;
(vi) the name and address of the Paying Agent;
(vii) that the Senior Notes called for redemption must be surrendered to the Paying Agent to collect the Redemption Price; and
(viii) the CUSIP and/or ISIN number, and that no representation is made as to the correctness or accuracy of the CUSIP and/or ISIN number, if any, listed in such notice or printed on the Senior Notes. Notice of redemption of Senior Notes shall be given by the Obligor or, at the Obligor’s request, by the Trustee in the name and at the expense of the Obligor.
(f) On or prior to 10 a.m., New York City time, on any Redemption Date, the Obligor shall deposit with the Trustee or with a Paying Agent (or, if the Obligor is acting as its own Paying Agent, segregate and hold in trust as provided in Section 9.03 of the Indenture) an amount of money sufficient to pay the Redemption Price of, and accrued interest on, all the Senior Notes which are to be redeemed on that date.
(g) Notice of redemption having been given as aforesaid, the Senior Notes (or portions thereof) so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price plus accrued and unpaid interest to the Redemption Date therein specified and from and after such date (unless the Obligor shall default in the payment of the redemption price, interest will Redemption Price) such Senior Notes shall cease to accrue on any bear interest. Upon surrender of such Senior Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures notice, such Senior Notes shall be paid by the Obligor at the Redemption Price. Any installment of DTC. The Trustee interest due and payable on or prior to the Redemption Date shall have no obligation be payable to calculate any redemption price or premium.the Holders of such Senior Notes registered as such on the relevant Record Date according to the terms and the provisions of
Appears in 1 contract
Sources: Second Supplemental Indenture (Broadridge Financial Solutions, Inc.)
Optional Redemption. (1a) Except as set forth in clause (2) below, the Notes shall be redeemable in whole at At any time or in part and from time to time, at the Company’s option, time prior to November 16, 2023 (the “Par Call Date”), the Company may redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ notice to each holder of Notes to be redeemed, at a redemption price as calculated by the Company equal to the greater of: :
(a1) 100% of the principal amount of the Notes to be redeemed; and , and
(b2) the sum of the present values of the remaining scheduled payments of principal and interest thereon on the Notes to be redeemed that would be due if after the related redemption date but for such redemption (exclusive of interest accrued to the redemption date) (assuming for this purpose that the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemptionDate), discounted to the redemption date of redemption on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current applicable Treasury Rate Yield plus 15 30 basis points, ; plus, in the case of clauses (a) and (b)either case, accrued and unpaid interest, if any on the amount being redeemed to, but excluding, to the date of redemption, subject to the rights of Holders of such Notes on a relevant record date to receive interest due on a relevant Interest Payment Date.
(2b) If the Company elects At any time and from time to redeem any Notes time on or after the Par Call Date, the Company shall pay an amount may redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ notice to each holder of Notes to be redeemed, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, to (but excluding, not including) the date of redemption.
(3) Notice of redemption shall be sent at least 10 but not more than 60 days before . In addition to the redemption date Company’s right to each Holder of record redeem Notes as set forth in Section 3.2 of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other thingsSupplemental Indenture, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed may at any timetime and from time to time purchase Notes in open market transactions, not more than 45 days prior to the redemption date, the particular Notes tender offers or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumotherwise.
Appears in 1 contract
Optional Redemption. (1) Except as set forth in clause (2) below, the Notes shall be redeemable in whole at any time or in part from time to time, at the Company’s option, prior to the Par Call Date, at a redemption price as calculated by the Company equal to the greater of: (a) 100On or after the one year anniversary of the Issue Date, the Company may, at its option, redeem all or a part of the New Second Lien Non-Convertible Notes upon not less than ten (10) nor more than sixty (60) days’ notice, for cash at 40% of the principal amount of the New Second Lien Non-Convertible Notes to be redeemed; and (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption.
(2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, on the principal amount of the New Second Lien Non-Convertible Notes redeemed, to, but excludingnot including, the applicable redemption date (subject to the rights of redemptionHolders of New Second Lien Non-Convertible Notes on the relevant record date to receive interest due on the relevant Interest Payment Date if the New Second Lien Non-Convertible Notes have not been redeemed prior to such date).
(3b) Notice On or after the one year anniversary of redemption shall be sent the Issue Date, the Company may, at its option, redeem all or a part of the New Second Lien Convertible Notes upon not less than forty-five (45) nor more than sixty-five (65) days’ notice, if the Last Reported Sale Price of the Common Stock has been at least 10 but 130% of the conversion price then in effect for at least 20 Trading Days (whether or not more than 60 days before consecutive) during any thirty (30) consecutive Trading Day period (including the last Trading Day of such period) ending on, and including the Trading Day immediately preceding the date on which the Company provides notice of redemption, at the redemption date price equal to each Holder of record 100% of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the principal amount of the New Second Lien Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, on the principal amount of the New Second Lien Convertible Notes redeemed, to, but not including, the applicable redemption date (subject to the rights of Holders of the New Second Lien Convertible Notes on the relevant record date to receive interest due on the relevant Interest Payment Date if the New Second Lien Convertible Notes have not been redeemed prior to such date), unless the redemption date falls after a regular record date but on or prior to the immediately succeeding Interest Payment Date, in which case the Company will pay the full amount of accrued and unpaid interest to the Holder of record as of the Close of Business on such regular record date, the redemption price and the place or places that payment Redemption Price will be made upon presentation and surrender equal to 100% of the principal amount of the New Second Lien Convertible Notes to be redeemed. Unless the Company defaults in the payment of the .
(c) Any redemption price, interest will cease pursuant to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to this Section 3.07 shall be redeemed at any time, not more than 45 days prior made pursuant to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures provisions of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumSections 3.01 through 3.06 hereof.
Appears in 1 contract
Sources: Second Lien Indenture (Bed Bath & Beyond Canada L.P.)
Optional Redemption. The Securities will be subject to redemption at the option of the Company on any date prior to May 1, 2024 (1) Except as set forth in clause (2) belowthree months prior to the maturity date), the Notes shall be redeemable in whole at any time or in part from time to timetime in part, in $1,000 increments (provided that any remaining principal amount thereof shall be at least the Company’s optionminimum authorized denomination thereof), on written notice given to the Securityholders thereof not less than 30 days nor more than 90 days prior to the Par Call date fixed for redemption in such notice (the “Make-Whole Redemption Date”), at a redemption price as calculated by the Company equal to the greater of: of (ai) 100% of the principal amount of the Notes such Securities to be redeemed; redeemed and (bii) as determined by the Quotation Agent and delivered to the Trustee, the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if on any date after the Notes matured on the Par Call Make-Whole Redemption Date (exclusive excluding the portion of interest that will be accrued and unpaid to and including the Make-Whole Redemption Date) discounted from their scheduled date of payment to the date of redemption), discounted to the date of redemption on a semiMake-annual basis Whole Redemption Date (assuming a 360-day year consisting of twelve 30-day months) at the then current Adjusted Redemption Treasury Rate plus 15 basis pointspoints (such greater amount is referred to herein as the “Make-Whole Redemption Price”), plus, in either the case of clauses clause (ai) and or clause (bii), accrued and unpaid interestinterest and Special Interest, if any on any, thereon to but excluding the amount being redeemed to, but excludingMake-Whole Redemption Date. In addition, the date Offered Securities will be subject to redemption at the option of redemption.
(2) If the Company elects to redeem on any Notes date (a “Par Redemption Date”) on or after May 1, 2024 (three months prior to the Par Call Datematurity date), in whole or from time to time in part, in $1,000 increments (provided that any remaining principal amount thereof shall be at least the Company shall pay an amount minimum authorized denomination thereof), at a redemption price equal to 100% of the principal amount of the Notes redeemedOffered Securities to be redeemed (the “Par Redemption Price”), plus accrued and unpaid interestinterest and Special Interest, if any, to, thereon to but excluding, excluding the date of redemption.
(3) Notice of Par Redemption Date. This Security is also subject to redemption shall be sent at least 10 but not more than 60 days before to the redemption date to each Holder of record extent provided in Article XIV of the Notes to be redeemed at its registered addressIndenture. The If the giving of the notice of redemption for is completed as provided in the Notes will stateIndenture, among other thingsinterest on such Securities or portions of Securities shall cease to accrue on and after the Make-Whole Redemption Date or Par Redemption Date, the amount of Notes to be redeemedas applicable, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless unless the Company defaults shall default in the payment of the such Make-Whole Redemption Price or Par Redemption Price, as applicable, and accrued interest with respect to any such Security or portion thereof. The Company shall not be required to make mandatory redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior or sinking fund payments with respect to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumSecurities.
Appears in 1 contract
Sources: Tenth Supplemental Indenture (TE Connectivity Ltd.)
Optional Redemption. Prior to January 4, 2028 (1) Except as set forth in clause (2) belowthe date that is one month prior to the scheduled maturity date for the 2028 Notes), the Notes shall be redeemable Company may, at its option, redeem the 2028 Notes, in whole at any time or in part from time to time, at the Company’s option, prior to the Par Call Date, at a redemption price as calculated by the Company equal to the greater of: (a) of 100% of the principal amount of the 2028 Notes to be redeemed; and (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption)redeemed or a “make-whole” amount, discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 basis points, plus, in the case of clauses (a) and (b)either case, accrued and unpaid interest, if any on the amount being redeemed any, thereon to, but excluding, the date redemption date, as described under the caption “Description of redemption.
(2) If Notes—Optional Redemption” in the Company elects to redeem any Notes on prospectus supplement. On or after January 4, 2028 (the Par Call Datedate that is one month prior to the scheduled maturity date for the 2028 Notes), the Company shall pay an amount may, at its option, redeem the 2028 Notes, in whole at any time or in part from time to time at a redemption price equal to 100% of the principal amount of the 2028 Notes to be redeemed, plus accrued and unpaid interest, if any, thereon to, but excluding, the redemption date, as described under the caption “Description of Notes—Optional Redemption” in the prospectus supplement. Prior to November 6, 2034 (the date that is three months prior to the scheduled maturity date for the 2035 Notes), the Company may, at its option, redeem the 2035 Notes, in whole at any time or in part from time to time, at a redemption price equal to the greater of redemption.
(3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record 100% of the principal amount of the 2035 Notes to be redeemed or a “make-whole” amount, plus in either case, accrued and unpaid interest, if any, thereon to, but excluding, the redemption date, as described under the caption “Description of Notes—Optional Redemption” in the prospectus supplement. On or after November 6, 2034 (the date that is three months prior to the scheduled maturity date for the 2035 Notes), the Company may, at its registered address. The notice option, redeem the 2035 Notes, in whole at any time or in part from time to time at a redemption price equal to 100% of redemption for the Notes will state, among other things, the principal amount of the 2035 Notes to be redeemed, plus accrued and unpaid interest, if any, thereon to, but excluding, the redemption date, as described under the redemption price and the place or places that payment will be made upon presentation and surrender caption “Description of Notes to be redeemed. Unless the Company defaults Notes—Optional Redemption” in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumprospectus supplement.
Appears in 1 contract
Sources: Terms Agreement (Altria Group, Inc.)
Optional Redemption. (1a) Except as set forth in clause (2) belowThe Issuer may, at its option, redeem the Notes shall be redeemable in whole at any time or in part from time to time, at the Company’s option, prior to the Par Call Date, at a redemption price as calculated by the Company in cash equal to the greater of: (a) 100% of the aggregate principal amount of the Notes thereof to be redeemed; and (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption.
(2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, thereon to the date of redemption, plus the Redemption Make-Whole Premium.
(3b) Notice If the Issuer elects to redeem the Notes, it shall notify the Indenture Trustee in writing of the redemption date and the principal amount of Notes to be redeemed. The Issuer shall be sent give each notice provided for in this Section 11.1(b) at least 10 30 days but not more than 60 days before the redemption date (unless a shorter notice shall be agreed to by the Indenture Trustee in writing), together with an Officer's Certificate stating that such redemption shall comply with the conditions contained herein and in the Notes.
(c) At least ten Business Days but not more than 60 days prior to a redemption date, the Issuer shall mail or cause the mailing of a notice of redemption by first-class mail to each Holder Noteholder of record Notes to be redeemed at the address of such Noteholder set forth in the Note Register. At the Issuer's request, the Indenture Trustee shall give the notice of redemption in the Issuer's name and at the Issuer's expense. The notice shall identify the Notes to be redeemed and shall state:
(1) the redemption date;
(2) the estimated total redemption price together with a reasonably detailed calculation thereof (with the actual total redemption price together with a reasonably detailed calculation thereof to be identified in a notice to the Noteholders delivered at its registered address. The least two Business Days prior to the proposed redemption date);
(3) the name and address of the Indenture Trustee;
(4) that, subject to Section 12.18 hereof, the Notes called for redemption must be surrendered to the Indenture Trustee to collect the redemption price; and
(5) that, unless the Issuer defaults in making the redemption payment, interest on Notes called for redemption ceases to accrue on and after the redemption date and the only remaining right of the Noteholders is to receive payment of the redemption price upon surrender to the Indenture Trustee of the Notes redeemed.
(d) Once notice of redemption is mailed to the Noteholders, Notes called for the Notes will state, among other things, the amount of Notes to be redeemed, redemption become due and payable on the redemption date, date and at the redemption price and shall cease to bear interest from and after the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless redemption date (unless the Company defaults Issuer shall default in the payment of the redemption priceprice or accrued interest). Upon surrender to the Indenture Trustee, interest will cease to accrue on any such Notes that have been called for redemption shall be paid at the redemption price, plus accrued interest to the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days .
(e) At least one Business Day prior to the redemption date, the particular Issuer shall deposit with the Indenture Trustee in immediately available funds money sufficient to pay the redemption price of all Notes or portions thereof to be redeemed on the redemption date. If any Note surrendered for redemption in the manner provided in the Notes shall not be so paid on the redemption date due to the failure of the Issuer to deposit sufficient funds with the Indenture Trustee, interest shall continue to accrue from the outstanding Notes redemption date until such payment is made on the unpaid principal and, to the extent lawful, on any interest not previously called paid on such unpaid principal, in each case at the Interest Rate.
(f) In the event that, notwithstanding the requirement in Section 11.1(a) that any optional redemption be in whole, any optional redemption is made in part, any such partial redemption shall be selected in accordance with to all Noteholders on a pro rata basis, based on the procedures principal amount of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumNotes held by each Noteholder.
Appears in 1 contract
Sources: Indenture (Crystal Oil Co)
Optional Redemption. (1) Except as set forth otherwise may be specified in clause (2) belowthis First Supplemental Indenture and in the Notes, Article Thirteen of the Original Indenture shall be applicable to the Notes. Except as otherwise may be specified in this First Supplemental Indenture, the Notes Issuer shall be redeemable have the right to redeem the Notes, in whole or in part, at any time or in part from time to time, at the Company’s option, prior to the Par Call Date, at a redemption price as calculated by (the Company “Optional Redemption Price”) equal to the greater of: :
(ai) 100% of the principal amount of plus accrued an unpaid interest to, but excluding, the Notes to be redeemedRedemption Date; and and
(bii) the sum of the present values of the remaining scheduled payments Remaining Scheduled Payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), Redemption Date) discounted to the date of redemption Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 25 basis points, plus, in the case of clauses (a) and (b), plus accrued and unpaid interest, if any interest on the principal amount being redeemed to, but excluding, the date Redemption Date. The Issuer will mail notice of redemption.
(2) such redemption to the registered holders of the Notes to be redeemed not less than 30 nor more than 60 days prior to the Redemption Date. If the Company elects Notes are only partially redeemed pursuant to redeem any Notes on or after the Par Call Datethis Section 1.6, the Company Notes to be redeemed will be selected by the Trustee in such manner as in its sole discretion it shall pay an amount equal deem appropriate and fair; provided, that if at the time of redemption the Notes to 100% of be redeemed are registered as a Global Note, the Depository shall determine, in accordance with its procedures, the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
(3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at held by each of its registered addressparticipants that holds a position in such Notes. The notice Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the Redemption Date or at such later time as is then permitted by the rules of redemption the Depositary for the Notes will state(if then registered as a Global Note); provided, among other thingsthat the Issuer shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the amount of Notes date such Optional Redemption Price is to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumpaid.
Appears in 1 contract
Optional Redemption. (1) Except as set forth in clause (2) belowThe Company, the Notes shall be redeemable in whole at its option, may redeem at any time all, or in part from time to time, at any part of the Company’s optionFirst Mortgage Bonds, prior on not less than 30 days nor more than 60 days notice as provided in the Indenture (except that, notwithstanding the provisions of Section 5.04 of the Indenture, any notice of redemption for the First Mortgage Bonds given pursuant to said Section need not set forth the Par Call Date, Redemption Price but only the manner of calculation thereof) at a redemption price as calculated by the Company Redemption Price equal to the greater of: of the following amounts:
(ai) 100% of the principal amount of the Notes First Mortgage Bonds then Outstanding to be so redeemed; and and
(bii) the sum of the present values of the principal amount and the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date First Mortgage Bonds to be redeemed (exclusive not including any portion of payments of interest accrued to as of the date of redemptionapplicable Redemption Date), discounted to the date of redemption applicable Redemption Date in accordance with customary market practice on a semi-annual basis (at a rate equal to the sum of the Treasury Rate plus 50 basis points, plus, in either of the above cases, accrued and unpaid interest on the principal amount being redeemed to the applicable Redemption Date. The Redemption Price will be calculated by the Independent Investment Banker assuming a 360-day year consisting of twelve 30-day months) at . If less than all of the then current Treasury Rate plus 15 First Mortgage Bonds are to be redeemed, the Trustee shall select by lot, on a pro-rata basis pointsor in such other manner as it shall deem appropriate and fair, plusthe particular First Mortgage Bonds or portions thereof to be redeemed. Notice of redemption shall be given by mail not less than 30 nor more than 60 days prior to the Redemption Date to the Holders of First Mortgage Bonds to be redeemed (which, as long as the First Mortgage Bonds are held in the case book-entry only system, will be The Depository Trust Company (or its nominee) or a successor Depositary); provided, however, that the failure to duly give such notice by mail, or any defect therein, shall not affect the validity of clauses (a) any proceedings for the redemption of First Mortgage Bonds as to which there shall have been no such failure or defect. Such notice may state that such redemption shall be conditional upon receipt by the Paying Agent or Agents for such First Mortgage Bonds, on or prior to the Redemption Date, of money sufficient to pay the principal of and (b), accrued and unpaid interestpremium, if any on the amount being redeemed toany, but excluding, the date of redemption.
(2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
(3) Notice of redemption on such First Mortgage Bonds and that if such money shall not have been so received such notice shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price no force or effect and the place or places that payment will Company shall not be made upon presentation required to redeem such First Mortgage Bonds. On and surrender of Notes to be redeemed. Unless after the Redemption Date (unless the Company defaults shall default in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are First Mortgage Bonds or portions thereof to be redeemed at any timethe applicable Redemption Price, not more than 45 days prior together with interest accrued thereon to such date), interest on the First Mortgage Bonds or the portions thereof so called for redemption shall cease to accrue. The Independent Investment Banker shall give to the redemption date, Company and the particular Notes or portions thereof for redemption from Trustee written notice of the outstanding Notes not previously called shall be selected in accordance with Redemption Price applicable to the procedures of DTCFirst Mortgage Bonds promptly after its calculation thereof. The Trustee shall be under no duty to inquire into, may conclusively presume the correctness of, shall be fully protected in relying upon the Independent Investment Banker’s calculation of any Redemption Price, and shall have no obligation to calculate any redemption price or premiumresponsibility for such calculation.
Appears in 1 contract
Optional Redemption. (1) Except as set forth in clause (2) below, the Notes shall be redeemable in whole at At any time or in part and from time to timetime before the Par Call Date, the Company may redeem the 2030 Notes, in whole or in part, at the Company’s option, upon not less than 10 nor more than 30 days’ prior to the Par Call Datenotice, at a redemption price as calculated by the Company equal to the greater of: :
(a1) 100% of the aggregate principal amount of any 2030 Notes being redeemed, and
(2) as determined by the Notes to be redeemed; and (b) Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), Remaining Scheduled Payments discounted to the date of redemption Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 basis points, plusmonths or, in the case of clauses (aan incomplete month, the number of days elapsed) and (b)at the Treasury Rate, plus 50 basis points, together with, in each case, accrued and unpaid interest, if any interest on the principal amount being of the 2030 Notes to be redeemed to, but excluding, the date of redemption.
(2) If the Company elects to redeem any Notes on Redemption Date. On or after the Par Call DateDate of the 2030 Notes, the Company shall pay an amount 2030 Notes will be redeemable in whole at any time or in part, from time to time, at the Company’s option, upon at least 10 days’ but no more than 30 days’ prior notice, at a price equal to 100% of the principal amount of the 2030 Notes redeemed, to be redeemed plus accrued and unpaid interest, if any, interest thereon to, but excluding, the date of redemption.
(3) Notice of redemption shall be sent at least 10 Redemption Date. The 2030 Notes are also redeemable by the Company, in whole but not more than 60 days before the redemption date to each Holder of record in part, at 100% of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the principal amount of the 2030 Notes plus any accrued and unpaid interest to be redeemedthe Redemption Date (including any Additional Amounts) at the Company’s option at any time prior to their maturity if, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes due to be redeemed. Unless a Change in Tax Law: (i) the Company defaults in the payment of the redemption priceor any Guarantor, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures Supplemental Indenture No. 6, has, or would, become obligated to pay any Additional Amounts to the Holders of DTC. The Trustee shall have no the 2030 Notes; (ii) in the case of any Guarantor, (A) the Parent would be unable, for reasons outside its control, to procure payment by the Company or any other Guarantor or (B) the procuring of such payment by the Company and each such other Guarantor would be subject to withholding taxes imposed by a Relevant Taxing Jurisdiction; and (iii) such obligation cannot otherwise be avoided by such Guarantor, the Parent or the Company, taking reasonable measures available to calculate any redemption price or premiumit.
Appears in 1 contract
Sources: Supplemental Indenture (British American Tobacco p.l.c.)
Optional Redemption. (1a) Except as The Notes may be redeemed, in whole or in part, at the option of the Company pursuant to the terms set forth in (b) and (c) below. With respect to a redemption pursuant to clause (2b) below, the Company shall give the Trustee notice of the related Redemption Price promptly after the determination thereof and the Trustee shall have no responsibility for determining such Redemption Price. Except as otherwise provided in this Article 3, Notes shall be redeemable redeemed in whole accordance with the provisions of Article 3 of the Base Indenture.
(b) The Company may, at any time or in part from time to time, at the Company’s option, time prior to June 15, 2024, redeem the Par Call DateNotes, in whole or in part, upon not less than 30 nor more than 60 days’ notice, at a redemption price as calculated by the Company Redemption Price equal to the greater of: :
(ai) 100% of the principal amount of the Notes to be redeemed; , plus accrued and unpaid interest thereon to but excluding, the Redemption Date, and
(bii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal of and interest thereon that would be due if on the Notes matured on the Par Call Date to be redeemed (exclusive not including any portion of payments of interest accrued to as of the date of redemption), Redemption Date) discounted to the date of redemption Redemption Date on a semi-annual semiannual basis (assuming a 360-day year consisting comprised of twelve 30-day months) at the then current Adjusted Treasury Rate Rate, plus 15 50 basis points, plus, in the case of clauses (a) and (b), plus accrued and unpaid interestinterest thereon to but excluding the Redemption Date (provided, if any in each case, that interest payments due on or prior to the Redemption Date will be paid to the record holders of such Notes on the amount being redeemed to, but excluding, the date of redemptionrelevant Record Date).
(2c) If the The Company elects may, at any time or from time to redeem any Notes time on or after June 15, 2024, redeem the Par Call DateNotes, the Company shall pay an amount in whole or in part, at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interestinterest thereon to but excluding the Redemption Date (provided, if anyin each case, to, but excluding, the date of redemption.
(3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place that interest payments due on or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, Redemption Date will be paid to the particular record holders of such Notes or portions thereof for redemption from on the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumrelevant Record Date).
Appears in 1 contract
Optional Redemption. (1a) Except as set forth in clause Prior to June 4, 2035 (2three months prior to the Stated Maturity of the Notes) below(the “Par Call Date”), the Company may redeem the Notes shall be redeemable at the Company’s option, in whole or in part, at any time or in part time, and from time to time, at the Company’s option, prior a Redemption Price (expressed as a percentage of principal amount and rounded to the Par Call Date, at a redemption price as calculated by the Company three decimal places) equal to the greater of: of (a) 100% of the principal amount of the Notes to be redeemed; and (bi)(A) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if on the Notes to be redeemed, discounted to the relevant Redemption Date (assuming that the Notes to be redeemed matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 basis pointspoints less (B) interest accrued to the relevant Redemption Date, and (ii) 100% of the principal amount of the Notes to be redeemed plus, in the case of clauses (a) and (b)either case, accrued and unpaid interest, if any interest on the principal amount being of the Notes to be redeemed to, but excluding, the date of redemptionrelevant Redemption Date.
(2b) If the Company elects to redeem any Notes on On or after the Par Call Date, the Company shall pay an amount may redeem the Notes, in whole or in part, at any time and from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest on the principal amount of the Notes being redeemed to, but excluding, the relevant Redemption Date.
(c) Notice of any redemption shall be mailed, electronically delivered or otherwise transmitted according to the procedures of DTC at least 10 days but not more than 60 days prior to the relevant Redemption Date to each Holder of the Notes to be redeemed. In the case of a partial redemption, selection of the Notes for redemption will be made pro rata, by lot or by such other method according to the applicable procedures of DTC. No Notes of a principal amount of $2,000 or less will be redeemed in part. If at any time Notes are to be redeemed in part only, the notice of redemption that relates to such partial redemption will state the portion of the principal amount of Notes to be redeemed. A new Note in a principal amount equal to the unredeemed portion of this Note will be issued in the name of the Holder of this Note upon surrender for cancellation of the original Note. For so long as the Notes are held by DTC, redemption of the Notes shall be done in accordance with the policies and procedures of DTC. If the Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, to, but excluding, the date of redemption.
(3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation paid to the Person in whose name the Note is registered at the close of business on such Record Date, and surrender of no additional interest will be payable to Holders whose Notes are subject to be redeemedredemption by the Company. Unless the Company defaults in the payment of the redemption priceRedemption Price, on and after any Redemption Date, interest will cease to accrue on any the Notes that have been called for redemption at the redemption date. If fewer than all or portion of the Notes are called for redemption. On or before a Redemption Date, the Company will deposit with a Paying Agent (or the Trustee) money sufficient to pay the Redemption Price of Notes to be redeemed at any time, not more than 45 days prior to on that date.
(d) For the redemption datepurposes of this Section, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premium.terms below are defined as follows:
Appears in 1 contract
Optional Redemption. (1a) Except as set forth in clause (2) below, the Issuer will not be entitled to redeem Notes shall be redeemable at its option prior to the Maturity Date.
(b) Prior to the Par Call Date, the Issuer may redeem the Notes at its option, in whole or in part, at any time or in part and from time to time, at the Company’s option, prior to the Par Call Date, at a redemption price (expressed as calculated by the Company a percentage of principal amount and rounded to three decimal places) equal to the greater of: :
(a) 100% of the principal amount of the Notes to be redeemed; and (bA) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if discounted to the Redemption Date (assuming the Notes to be redeemed matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 25 basis points, less (B) interest accrued to the Redemption Date, and
(ii) 100% of the principal amount of the Notes to be redeemed, plus, in the case of clauses (a) and (b)either case, accrued and unpaid interest, if any on interest thereon to the amount being redeemed to, but excluding, the date of redemption.
(2) If the Company elects to redeem any Notes on Redemption Date. On or after the Par Call Date, the Company shall pay an amount Issuer may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes redeemed, each Note to be redeemed plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
(3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of interest on the Notes to be redeemed at its registered address. The to, but not including, such Redemption Date.
(c) Any notice of any redemption for the Notes will state, among other things, the amount of Notes may be given prior to be redeemed, the redemption datethereof, the and any such redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption pricenotice may, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an equity offering or other corporate transaction.
(d) If fewer the Issuer redeems less than all of the outstanding Notes, the Registrar and Paying Agent shall select the Notes are to be redeemed at any time, not more than 45 days prior in the manner described under Section 3.02 of the Forty-Ninth Supplemental Indenture.
(e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the redemption date, provisions of Sections 3.01 through 3.06 of the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumForty-Ninth Supplemental Indenture.
Appears in 1 contract
Optional Redemption. The Notes may be redeemed at any time at the option of the Company, in whole or in part, upon notice of not more than 60 nor less than 15 days prior to the date fixed for redemption (1each, a “Redemption Date”), at a redemption price equal to the sum of (i) Except the principal amount of the Notes being redeemed, plus accrued interest thereon to, but excluding, the Redemption Date and (ii) the Make-Whole Amount (as set forth defined below), if any, with respect to such Notes. If the Notes are redeemed on or after November 15, 2032 (three months prior to the Maturity Date) (the “Par Call Date”), the redemption price shall equal the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date, without any payment of a Make-Whole Amount. If notice of redemption has been given as provided in clause (2) belowthe Indenture and funds for the redemption of any Notes called for redemption have been made available on the Redemption Date, the Notes shall will cease to bear interest on the Redemption Date and the only right of the holders of the Notes from and after the Redemption Date will be redeemable to receive payment of the redemption price upon surrender of the Notes in whole accordance with the notice. Notice of a redemption of any Notes will be given to holders at any time their addresses, as shown in the security register. The notice of redemption will specify, among other items, the redemption price and the principal amount of the Notes held by the holders to be redeemed. Any such redemption may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedent, as specified in part from time such redemption notice. If less than all the Notes are to time, be redeemed at the Company’s option, the Company will notify the Trustee under the Indenture at least 45 days prior to the Par Call Dategiving of notice of redemption, at a redemption price or such shorter period as calculated by the Company equal may be satisfactory to the greater of: (a) 100% Trustee, of the aggregate principal amount of the Notes to be redeemed; redeemed and (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption.
(2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
(3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the their redemption date. If fewer than all of The Trustee under the Notes are to be redeemed at any timeIndenture will select, not more in such manner as it deems fair and appropriate, no less than 45 days prior to the redemption datedate of redemption, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall to be selected redeemed in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumpart.
Appears in 1 contract
Optional Redemption. (1a) Except The provisions of Article XI of the Base Indenture, as set forth in clause supplemented by the provisions of this Supplemental Indenture, shall apply to the Notes.
(2b) belowOn or after November 22, 2019 and prior to February 22, 2029, the Notes shall be redeemable in redeemable, as a whole at any time or in part from time to timepart, at the Company’s option, on at least 10 days, but not more than 60 days, prior notice electronically delivered or mailed to each registered Holder of the Par Call DateNotes to be redeemed, at a redemption price as calculated by the Company Redemption Price equal to the greater of: of (ai) 100% of the principal amount of the Notes to be redeemed; and , or (bii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of interest and principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to and unpaid to, but not including, the date of redemption), Redemption Date) discounted to the date of redemption Redemption Date on a semi-annual basis (semiannual basis, assuming a 360-day year consisting of twelve 30-day months) , at the then current Treasury Rate plus 15 basis points, plus, in the case of clauses (a) and (b)either case, accrued and unpaid interest, if any on the amount being redeemed interest to, but excludingnot including, the date Redemption Date for the Notes; provided, however, if the Redemption Date is after a Regular Record Date and on or prior to a corresponding Interest Payment Date, such accrued and unpaid interest will be paid on the Redemption Date to the holder of redemptionrecord on the Regular Record Date.
(2c) If the Company elects to redeem any Notes on On or after the Par Call DateFebruary 22, 2029, the Company Notes shall pay an amount be redeemable, as a whole or in part, at the Company’s option, on at least 10 days, but not more than 60 days, prior notice electronically delivered or mailed to each registered Holder of the Notes to be redeemed, at a Redemption Price (calculated by the Company) equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest to, but not including, the Redemption Date for the Notes.
(d) On and after the Redemption Date for the Notes to be redeemed, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Company defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Company shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and accrued and unpaid interest, if any, on such Notes. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event, shall Notes of a principal amount of $2,000 or less be redeemed in part.
(e) Notice of any redemption shall be electronically delivered or mailed at least 10 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed; provided, however, that if the Trustee is asked to give such notice it shall be notified in writing of such request at least 5 days prior to the date of the giving of such notice (unless a shorter notice shall be satisfactory to the Trustee). Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (b) or (c), shall be set forth in an Officer’s Certificate of the Company delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but excludingnot including, the date of redemptionRedemption Date.
(3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premium.
Appears in 1 contract
Sources: Thirteenth Supplemental Indenture (Schwab Charles Corp)
Optional Redemption. (1) Except as set forth in clause (2) below, the Notes shall be redeemable in whole at At any time or in part and from time to timetime prior to December 18, 2025, the Company shall have the right to redeem the Notes, in whole or in part, at the Company’s its option, prior to the Par Call Date, at a redemption price as calculated by the Company equal to the greater of: :
(ai) 100% of the principal amount of the Notes to be redeemed; and and
(bii) the sum of the present values of the remaining scheduled Remaining Scheduled Payments on the Notes to be redeemed (not including any portion of the payments of principal interest that will be accrued and interest thereon that would be due if unpaid to and including the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), Redemption Date) discounted to the date of redemption Redemption Date on a semi-an annual basis (assuming a 360-day year consisting of twelve 30-day monthsACTUAL/ACTUAL (ICMA)) at the then current Treasury applicable Comparable Government Bond Rate plus 15 20 basis points, plus, in the case of clauses (a) and (b), plus accrued and unpaid interest, if any any, on the principal amount of the Notes being redeemed to, but excluding, the date of redemption.
(2) If the Company elects to redeem any Notes on Redemption Date. On or after the Par Call DateDecember 18, 2025, the Company shall pay an amount have the right, at its option, to redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes redeemedNotes, plus accrued and unpaid interest, if any, on the principal amount of the Notes being redeemed to, but excluding, the date Redemption Date. The Company will mail notice of redemption.
(3) Notice of any redemption shall be sent at least 10 but not more than 60 days before to the redemption date to each Holder of record registered Holders of the Notes to be redeemed not less than 15 nor more than 60 days prior to the Redemption Date. Any notice may, at its registered addressthe discretion of the Company be subject to the satisfaction or waiver of one or more conditions precedent. The In that case, the notice shall state the nature of redemption for such condition precedent. If the Notes will state, among other thingsare only partially redeemed pursuant to Section 3.01 of the Supplemental Indenture, the amount of Notes to be redeemedredeemed will be selected by the Trustee in such manner as in its sole discretion it shall deem appropriate and fair, the redemption date, subject to any applicable Depositary procedures. If money sufficient to pay the redemption price and of all of the place Notes (or places that payment will be made upon presentation and surrender of Notes a portion thereof) to be redeemed. Unless redeemed on the Company defaults Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date as provided herein and in the payment of the redemption priceIndenture, then on and after such Redemption Date, interest will cease to accrue on any such Notes that have been (or such portion thereof) called for redemption. In the event of redemption at of this Note in part only, a new Note or Notes for the redemption date. If fewer than all unredeemed portion hereof shall be issued in the name of the Notes are to be redeemed at any time, not more than 45 days prior to Holder hereof upon the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumcancellation hereof.
Appears in 1 contract
Optional Redemption. (1) Except as set forth in clause (2) below, the The Notes shall be redeemable in whole at any time or in part from time to time, at the Company’s option, prior to the Par Call Datematurity thereof, at a redemption price as calculated by the Company equal to the greater of: (a) 100% of the principal amount of the Notes to be redeemed; and (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 10 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption.
(2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
(3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premium.
Appears in 1 contract
Optional Redemption. (1a) Except as set forth in clause (2) At any time and from time to time during the twelve-month period commencing on [ , 2008] of the years indicated below, the Company may redeem all or any portion of the Notes shall be redeemable in whole at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest on the Notes redeemed, to the applicable redemption date (subject to the right of Holders of record on the Regular Record Date to receive interest due on the relevant Interest Payment Date): 2008 [ ]%2 2009 [ ]% 2010 [ ]% 2011 and thereafter [ 100.00 ]%
(b) At any time prior to [ ], 2008, the Company may redeem all or in part from time to any portion of the Notes, at once or over time, at after giving the Company’s option, prior to the Par Call Daterequired notice under this Indenture, at a redemption price as calculated by the Company equal to the greater of:
(ai) 100100.0% of the principal amount of the Notes to be redeemed; and and
(bii) the sum of the present values of (A) the redemption price of the Notes at [ ], 2008 (as set forth in Section 3.07(a) above) and (B) the remaining scheduled payments of principal interest from the redemption date to [ ], 2008, but excluding accrued and unpaid interest thereon that would be due if to the Notes matured redemption date, discounted to the redemption date at the Treasury Rate (determined on the Par Call Date (exclusive of interest accrued to second Business Day immediately preceding the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 [ ]3 basis points, ; plus, in the case of clauses (a) and (b)either case, accrued and unpaid interest, if any to the redemption date (subject to the right of Holders of record on the amount being redeemed toRegular Record Date to receive interest due on the relevant Interest Payment Date). Any notice to the Holders of Notes of a redemption pursuant to this Section 3.07(b) shall include the appropriate calculation of the redemption price, but excludingneed not include the redemption price itself. The actual redemption price, calculated as described above, shall be set forth in an Officers’ Certificate delivered to the date of redemptionTrustee no later than two Business Days prior to the redemption date.
(2c) If the Company elects At any time and from time to redeem any Notes on or after the Par Call Datetime prior to[ ], 2006, the Company shall pay an amount equal may redeem up to 10035.0% of the aggregate principal amount of the Notes redeemedissued under this Indenture at a redemption price (expressed as a percentage of principal amount) equal to %4 of the principal amount thereof, plus accrued and unpaid interestinterest to the redemption date (subject to the right of Holders of record on the Regular Record Date to receive interest due on the relevant Interest Payment Date) with the net cash proceeds of one or more Equity Offerings by the Company or the direct or indirect parent of the Company (to the extent, in the case of the direct or indirect parent, that the net 2 Will be par plus six-months interest based on the Initial Rate, declining ratably to par. 3 This number shall be fixed on the [20th day] prior to the Issue Date (or if any, to, but excludingsuch date is not a Business Day, the date next Business Day) and shall equal the spread over the Treasury Rate for the Comparable Treasury Issue such that the initial redemption price of clause 3.07(b)(ii) shall equal 113%. For purposes of this calculation, the Initial Rate plus 1% shall be in effect for the first two interest payments. 4 Par plus the coupon. cash proceeds of the Equity Offerings are contributed to the common or non-redeemable preferred equity capital of the Company); provided, however, that after giving effect to any such redemption, at least 65.0% of the aggregate principal amount of the Notes initially issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after giving effect to such redemption. Any such redemption shall be made within 75 days of such Equity Offering upon not less than 30 nor more than 60 days’ prior notice.
(3d) Notice of redemption Any prepayment pursuant to this Section 3.07 shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior pursuant to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures provisions of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumSections 3.01 through 3.06 hereof.
Appears in 1 contract
Sources: Indenture (Worldcom Inc)
Optional Redemption. (1a) The provisions of Article 11 of the Base Indenture, as supplemented by the provisions of this First Supplemental Indenture, shall apply to the Notes.
b) Except as set forth provided in clause (2) Section 3.04 below, the Notes shall not be redeemable by the Company at its option prior to July 30, 2023.
c) The Notes shall be redeemable in whole or in part, at any time or in part and from time to time, time at the Company’s optionoption on or after July 30, 2023 and prior to the Par Call Maturity Date, at a redemption price as calculated by the Company equal to the greater of: (a) 100% of the their principal amount of the Notes to be redeemed; and (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption)amount, discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed interest to, but excluding, the date of redemptionRedemption Date.
(2d) If the Company elects to redeem any Notes on or after the Par Call DateIn each case, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
(3) Notice of redemption shall be sent at least upon notice not fewer than 10 but days and not more than 60 days before prior to the Redemption Date, except that redemption notices may be delivered more than 60 days prior to a redemption date to each Holder of record if the notice is issued in connection with a defeasance of the Notes or a discharge of the indenture. Notices of redemption may be subject to be redeemed at its registered address. The satisfaction or waiver of one or more conditions precedent specified in the notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption dateredemption. If fewer less than all of the Notes are to be redeemed, the particular Notes to be redeemed at any time, will be selected not more than 45 days prior to the redemption date, Redemption Date by the particular Notes or portions thereof for redemption Trustee from the outstanding Notes not previously called shall for redemption, by lot, or in the Trustee’s discretion, on a pro-rata basis, provided that the unredeemed portion of the principal amount of any Notes will be in an authorized denomination (which will not be less than the minimum authorized denomination) for such Notes. The Trustee will promptly notify us in writing of the Notes selected for redemption and, in accordance with the procedures case of DTCany Notes selected for partial redemption, the principal amount thereof to be redeemed. The Trustee shall have no obligation to calculate any redemption price or premiumany component thereof, and the Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate delivered by the Company that specifies any redemption price.
e) Unless the Company defaults on the payment of the redemption price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption.
Appears in 1 contract
Sources: First Supplemental Indenture (Ramaco Resources, Inc.)
Optional Redemption. (1a) Except as set forth in clause (2) belowSubject to Section 3.04(a), at any time not during a Par Call Period, and provided that the BMA Redemption Requirements have been satisfied and will continue to be satisfied if the optional redemption payment were made on the Notes, the Notes shall be redeemable Company may redeem the Notes, in whole at any time or in part from time (equal to time$2,000 and integral multiples of $1,000 in excess thereof), at the Company’s option, prior to the Par Call Date, at a redemption price as calculated by the Company equal to the greater of: (aA) 100% of the principal amount of the Notes to be redeemed; , and (bB) an amount equal to the sum of the present values of the remaining scheduled payments of principal and interest thereon on such Notes (not including any portion of such payments of interest accrued as of such Redemption Date) that would be due if the Notes matured on the first day of the next Par Call Date (exclusive of interest accrued to the date of redemption)Period, discounted to the date of redemption such Redemption Date on a semi-annual basis (assuming a 360-day year consisting of comprising twelve 30-day months) at the then current Treasury Rate Rate, plus 15 50 basis points, ; plus, in the case of clauses (a) and (b)each case, accrued and unpaid interest, if interest (including any Arrears of Interest) on the amount being redeemed such Notes to, but excluding, the date of redemptionsuch Redemption Date.
(2b) If the Company elects Subject to redeem Section 3.04(a), at any Notes on or after the time during a Par Call DatePeriod, and provided that the BMA Redemption Requirements have been satisfied and will continue to be satisfied if the optional redemption payment were made on the Notes, the Company shall pay an amount may redeem the Notes, in whole at any time or in part (equal to $2,000 and integral multiples of $1,000 in excess thereof), at the Company’s option, at a redemption price equal to 100% of the principal amount of the Notes redeemed, to be redeemed plus accrued and unpaid interest, if any, interest (including any Arrears of Interest) to, but excluding, the date of redemptionsuch Redemption Date.
(3c) Notice of any optional redemption shall will be sent at least 10 15 days but not more than 60 days before the redemption date Redemption Date to the Trustee and each Holder of record of the Notes to be redeemed at its registered addressaddress (which notice will be irrevocable). The notice of redemption for the Notes will state, among other things, the amount of Notes with respect to be redeemed, the redemption date, Section 3.02(a) need not set forth the redemption price but only the manner of calculation thereof. The Company shall notify the Trustee and the place Holders of the Notes in writing not less than 10 Business Days prior to the applicable Redemption Date (or places as soon as reasonably practicable if the BMA Redemption Requirements are no longer satisfied as of a date less than 10 Business Days prior to the applicable Redemption Date) if the BMA Redemption Requirements will not be satisfied on the applicable Redemption Date, which written notice shall state the cause of the failure to satisfy such conditions, and the redemption shall be deferred until such time as the BMA Redemption Requirements are satisfied. In such event, the Company shall, not more than 10 Business Days following the satisfaction of the BMA Redemption Requirements, notify the Trustee in writing that payment will the BMA Redemption Requirements have been satisfied and of the new Redemption Date (which the Trustee shall promptly disseminate to the Holders of the Notes), which new Redemption Date shall be made upon presentation no earlier than three Business Days after the date on which notice of such Redemption Date has been given to the Trustee and surrender no later than the 15th Business Day following the date the BMA Redemption Requirements were satisfied. If at any time following the date of Notes such written notice and prior to be redeemed. the new Redemption Date the BMA Redemption Requirements are no longer satisfied, the above notice provisions shall again apply.
(d) Unless the Company defaults in the payment of the redemption priceprice (including, for this purpose, a non-payment in the event the BMA Redemption Requirements have not been satisfied), on and after the Redemption Date, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof called for redemption from the outstanding Notes not previously called shall redemption.
(e) Whenever any determination is required to be selected in accordance with the procedures of DTC. The Trustee shall have no obligation made pursuant to calculate this Section 3.02 as to whether any redemption price occurs within or premiumnot within a Par Call Period or any other specified period, the actual date of redemption and not the date of notice of redemption shall govern.
Appears in 1 contract
Optional Redemption. (1) Except as set forth in clause (2) belowThe Company shall have the right to redeem the Securities, the Notes shall be redeemable in whole at any time or in part from time to time, at the Company’s its option, on at least 15 days but no more than 60 days prior written notice mailed or sent electronically to the registered holders of the Securities to be redeemed. Upon redemption of any Securities prior to March 1, 2029 (3 months prior to the Par Call Maturity Date), the Company shall pay a redemption price equal to the greater of:
(i) 100% of the principal amount of the Securities to be redeemed, and
(ii) the sum of the present values of the Remaining Scheduled Payments of the Securities to be redeemed on the date of redemption, discounted to the date of redemption on an annual basis (ACTUAL/ACTUAL(ICMA)) at the Comparable Government Bond Rate, plus 30 basis points, plus, accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, on or after March 1, 2029 (3 months prior to the Maturity Date), the Company may redeem the Securities, in whole at any time or in part from time to time, at its option, on at least 15 days but no more than 60 days prior written notice mailed or sent electronically to the registered holders of the Securities to be redeemed, at a redemption price as calculated by the Company equal to the greater of: (a) 100% of the principal amount of the Notes to be redeemed; and (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption.
(2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
(3) Notice of redemption shall date. Any redemption or notice may, at the Company’s discretion, be sent subject to one or more conditions precedent and, at least 10 but not more than 60 days before the Company’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied. The Company shall provide written notice to the Trustee prior to the close of business two Business Days prior to the redemption date if any such redemption has been rescinded or delayed, and upon receipt the Trustee shall provide such notice to each Holder of record of the Notes to be redeemed at its registered address. The Securities in the same manner in which the notice of redemption for was given. If less than all of the Notes will state, among other things, the amount of Notes Securities are to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes Securities to be redeemed. Unless redeemed shall be selected by the Company defaults Trustee by a method the Trustee deems to be fair and appropriate or, in the payment event that the Securities are represented by one or more Global Notes, beneficial interests therein shall be selected for redemption by Clearstream and Euroclear in accordance with their respective applicable procedures therefor. If the Securities are listed on any national securities exchange, Euroclear or Clearstream will select Securities in compliance with the requirements of the redemption priceprincipal national securities exchange on which the Securities are listed. Notwithstanding the foregoing, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer if less than all of the Notes Securities are to be redeemed at any timeredeemed, not more than 45 days prior to the redemption date, the particular Notes no Securities of a principal amount of €100,000 or portions thereof for redemption from the outstanding Notes not previously called less shall be selected redeemed in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumpart.
Appears in 1 contract
Optional Redemption. (1) Except as set forth in clause (2) below, the Notes shall be redeemable in whole at At any time or in part and from time to timetime before the Par Call Date, the Company may redeem the 2050 Notes, in whole or in part, at the Company’s option, upon not less than 10 nor more than 30 days’ prior to the Par Call Datenotice, at a redemption price as calculated by the Company equal to the greater of: :
(a1) 100% of the aggregate principal amount of any 2050 Notes being redeemed, and
(2) as determined by the Notes to be redeemed; and (b) Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), Remaining Scheduled Payments discounted to the date of redemption Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 basis points, plusmonths or, in the case of clauses (aan incomplete month, the number of days elapsed) and (b)at the Treasury Rate, plus 40 basis points, together with, in each case, accrued and unpaid interest, if any interest on the principal amount being of the 2050 Notes to be redeemed to, but excluding, the date of redemption.
(2) If the Company elects to redeem any Notes on Redemption Date. On or after the Par Call DateDate of the 2050 Notes, the Company shall pay an amount 2050 Notes will be redeemable in whole at any time or in part, from time to time, at the Company’s option, upon at least 10 days’ but no more than 30 days’ prior notice, at a price equal to 100% of the principal amount of the 2050 Notes redeemed, to be redeemed plus accrued and unpaid interest, if any, interest thereon to, but excluding, the date of redemption.
(3) Notice of redemption shall be sent at least 10 Redemption Date. The 2050 Notes are also redeemable by the Company, in whole but not more than 60 days before the redemption date to each Holder of record in part, at 100% of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the principal amount of the 2050 Notes plus any accrued and unpaid interest to be redeemedthe Redemption Date (including any Additional Amounts) at the Company’s option at any time prior to their maturity if, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes due to be redeemed. Unless a Change in Tax Law: (i) the Company defaults in the payment of the redemption priceor any Guarantor, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures Supplemental Indenture No. 11, has, or would, become obligated to pay any Additional Amounts to the Holders of DTC. The Trustee shall have no the 2050 Notes; (ii) in the case of any Guarantor, (A) the Parent would be unable, for reasons outside its control, to procure payment by the Company or any other Guarantor or (B) the procuring of such payment by the Company and each such other Guarantor would be subject to withholding taxes imposed by a Relevant Taxing Jurisdiction; and (iii) such obligation cannot otherwise be avoided by such Guarantor, the Parent or the Company, taking reasonable measures available to calculate any redemption price or premiumit.
Appears in 1 contract
Sources: Supplemental Indenture (British American Tobacco p.l.c.)
Optional Redemption. (1a) Except as set forth in clause (2) belowAt its option, the Notes shall be redeemable in whole Issuer at any time prior to the Par Call Date (as defined in paragraph 5 of the form of Note attached as Exhibit A), may choose to redeem all or in part any portion of the Notes, at once or from time to time, at the Company’s option, prior to the Par Call Date, at a redemption price as calculated by the Company equal to the greater of: of (ai) 100% of the principal amount of the such Notes to be redeemed; and (bii) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be have been due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), Redemption Date) discounted to the redemption date of redemption on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate (as defined in paragraph 5 of the form of Note attached as Exhibit A), plus 15 45 basis points, plus, in the either case of clauses (a) and (b), accrued and unpaid interest, if any any, to the Redemption Date (subject to the right of Holders on the amount being redeemed to, but excluding, relevant record date to receive interest due on the date of redemptionrelevant interest payment date).
(2b) If At its option, the Company elects to redeem Issuer at any Notes time on or after the Par Call Date, may choose to redeem all or any portion of the Company shall pay an amount Notes, at once or from time to time, at a redemption price equal to 100% of the principal amount of the Notes redeemedsuch Notes, plus accrued and unpaid interest, if any, to, but excluding, to the Redemption Date (subject to the right of Holders on the relevant record date of redemptionto receive interest due on the relevant interest payment date).
(3c) Notice Notwithstanding any contrary provisions in Sections 3.02 or 3.03 of the Base Indenture:
(A) Any notice of redemption of the Notes shall be sent at least given not less than 10 but not days nor more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption datedate fixed for redemption, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected otherwise in accordance with the procedures Base Indenture.
(B) Any redemption of DTCthe Notes may, at the Issuer’s discretion, be conditioned on the satisfaction or waiver of one or more conditions, including a sale of securities or other financing, in each case as specified in the notice of redemption in reasonable detail. A notice of conditional redemption will be of no effect unless all conditions to the redemption have occurred on or before the Redemption Date or have been waived by the Issuer on or before the Redemption Date. The Trustee Issuer shall have provide notice of any waiver of a condition or failure to meet such conditions no obligation to calculate later than the Redemption Date.
(d) Except as provided above, any redemption price or premiumof the Notes shall be made pursuant to the provisions of Sections 3.01 through 3.03 of the Base Indenture. The actual redemption price, calculated as provided in this Section 4.01 and paragraph 5 of the form of Note attached as Exhibit A hereto, shall be certified in writing to the Trustee by the Issuer no later than two Business Days prior to each Redemption Date.
Appears in 1 contract
Sources: Eighth Supplemental Indenture (Boardwalk Pipeline Partners, LP)