Common use of Optional Redemption Clause in Contracts

Optional Redemption. The Company may prepay this Note (“Optional Redemption”) by paying to the Holder a sum of money equal to one hundred percent (100%) of the Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement or any other Related Agreement (the “Redemption Amount”) outstanding on the Redemption Payment Date (as defined below). The Company shall deliver to the Holder a written notice of redemption (the “Notice of Redemption”) specifying the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be ten (10) business days after the date of the Notice of Redemption (the “Redemption Period”). On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void. If any Notes issued pursuant to the Purchase Agreement, in addition to this Note, are outstanding (collectively, the “Outstanding Notes”) and the Company pursuant to this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders of Outstanding Notes on a pro rata basis based upon the Redemption Amount of each Outstanding Note.

Appears in 4 contracts

Sources: Note (Pervasip Corp), Note (Pervasip Corp), Note (Pervasip Corp)

Optional Redemption. The Securities are redeemable at the Company’s election, in whole or in part, at any time and from time to time. If the Company may prepay this Note (“Optional Redemption”) by paying redeems the Securities prior to the Holder First Par Call Date, the Company will pay a redemption price equal to the greater of: (1) 100% of the principal amount of the Securities to be redeemed then outstanding; and (2) as determined by an Independent Investment Banker, the sum of money the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed that would be due if such Securities matured on the First Par Call Date (not including any portion of such payments of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 20 basis points; plus, in either of the above cases, accrued and unpaid interest to the date of redemption on the Securities to be redeemed. If the Company redeems the Securities on or after the First Par Call Date, the Company will pay a redemption price equal to one hundred percent (100%) % of the Principal Amount outstanding at such time together with principal amount of the Securities to be redeemed plus accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Noteredemption date. If the Company selects a redemption date that is on or after a Regular Record Date and on or before the related Interest Payment Date, the Purchase Agreement or any other Related Agreement (accrued and unpaid interest, if any, shall be paid to the “Redemption Amount”) outstanding person in whose name the Security is registered at the close of business on the Redemption Payment Date (as defined below)such Regular Record Date. The Company shall deliver mail or cause to the Holder be mailed a written notice of redemption (at least 15 days, but not more than 60 days, before the “Notice redemption date to each Holder of Redemption”) specifying the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease to accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on the date fixed for such Optional Redemption (the “Redemption Payment Date”), which date shall be ten (10) business days after the date redemption. For purposes of the Notice of Redemption (the “Redemption Period”). On the Redemption Payment Dateforegoing, the Redemption Amount must be paid in good funds to following terms have the Holder. In the event the Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void. If any Notes issued pursuant to the Purchase Agreement, in addition to this Note, are outstanding (collectively, the “Outstanding Notes”) and the Company pursuant to this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders of Outstanding Notes on a pro rata basis based upon the Redemption Amount of each Outstanding Note.following meanings:

Appears in 4 contracts

Sources: Supplemental Indenture (American Tower Corp /Ma/), Supplemental Indenture (American Tower Corp /Ma/), Supplemental Indenture (American Tower Corp /Ma/)

Optional Redemption. The At any time prior to the Par Call Date, the Company may prepay this Note (“Optional Redemption”) by paying redeem the Notes at its option, in whole or from time to the Holder time in part, at a sum of money equal to one hundred percent (100%) of the Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement or any other Related Agreement redemption price (the “Redemption AmountPrice”) outstanding equal to the greater of (i) the principal amount of the Notes being redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Payment 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 defined below)shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company shall deliver will notify the Trustee at least 45 days prior to the Holder a written giving notice of redemption (or such shorter period as is satisfactory to the “Notice Trustee) of Redemption”) specifying the date for aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such Optional Redemption (notice from the “Redemption Payment Date”), which date Company shall be ten (10) business given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days after prior to the date of the Notice of Redemption (the “Redemption Period”). On the Redemption Payment Dateredemption, the Redemption Amount must Notes to be paid redeemed in good funds to the Holderpart. In the event Neither the Company fails nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to pay be redeemed and ending at the Redemption Amount close of business on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void. If day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Notes issued pursuant to the Purchase Agreement, in addition to this Note, are outstanding (collectivelyor portion thereof, called for redemption, except the “Outstanding Notes”) and the Company pursuant to this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders unredeemed portion of Outstanding Notes on a pro rata basis based upon the Redemption Amount of each Outstanding Noteany Note being redeemed in part.

Appears in 4 contracts

Sources: Eighth Supplemental Indenture (Liberty Property Limited Partnership), Eighth Supplemental Indenture (Liberty Property Limited Partnership), Supplemental Indenture (Liberty Property Limited Partnership)

Optional Redemption. The Company may prepay this Note (“Optional Redemption”) by paying redeem the Securities at any time in whole or in part, at its option, prior to the Holder Par Call Date, at a redemption price as calculated by the Company equal to the greater of: • 100% of the principal amount of the Securities to be redeemed; or • the sum of money the present values of the remaining scheduled payments of principal and interest thereon that would be due if the 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 50 basis points, plus, in each case, accrued and unpaid interest, if any, on the amount being redeemed to, but excluding the date of redemption. If the Company elects to redeem any Securities on or after the Par Call Date, the Company shall pay an amount equal to one hundred percent (100%) % of the Principal Amount outstanding at such time together with principal amount of the Securities redeemed, plus accrued and unpaid interest, if any, to, but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Noteexcluding, the Purchase Agreement or any other Related Agreement (date of redemption. Notice of redemption will be sent at least 10 but not more than 60 days before the “Redemption Amount”) outstanding on redemption date to each holder of record of the Redemption Payment Date (as defined below)Securities to be redeemed at its registered address. The Company shall deliver to the Holder a written notice of redemption (for the “Notice Securities will state, among other things, the series and amount of Redemption”) specifying Securities to be redeemed, the date redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Securities to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Securities that have been called for such Optional Redemption (redemption at the “Redemption Payment Date”)redemption date. If fewer than all of the Securities are to be redeemed at any time, which date not more than 45 days prior to the redemption date, the particular Securities or portions thereof for redemption from the outstanding Securities not previously called shall be ten (10) business days after selected in accordance with the date procedures of the Notice of Redemption (the “Redemption Period”)DTC. On the Redemption Payment Date, the Redemption Amount must be paid in good funds The Trustee shall have no obligation to the Holder. In the event the Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void. If calculate any Notes issued pursuant to the Purchase Agreement, in addition to this Note, are outstanding (collectively, the “Outstanding Notes”) and the Company pursuant to this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders of Outstanding Notes on a pro rata basis based upon the Redemption Amount of each Outstanding Noteredemption 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. The Company may prepay Borrower will have the option of prepaying the outstanding Principal amount of this Note (“Optional Redemption”) ), in whole or in part, by paying to the Holder a sum of money in cash equal to one hundred and twenty percent (100120%) of the Principal Amount outstanding at such time amount to be redeemed, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, Note through the Purchase Agreement or any other Related Agreement Redemption Payment Date as defined below (the “Redemption Amount”) outstanding on the Redemption Payment Date (as defined below). The Company shall deliver ▇▇▇▇▇▇▇▇’s election to the Holder a written exercise its right to prepay must be by notice of redemption in writing (the “Notice of Redemption”) specifying ). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be ten a date certain not sooner than thirty (1030) business days after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption, if given, must be given on the first business day following twenty (20) consecutive trading days (“Lookback Period”) during which all of the Equity Conditions have been in effect. A Notice of Redemption shall not be effective with respect to any portion of the Principal Amount or interest for which the Holder has previously delivered an election to convert, or for conversions initiated or made by the Holder during the Redemption Period. A Notice of Redemption may be given only in connection with an amount of Common Stock that would not exceed the Beneficial Ownership Limitation. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount must against which the Holder has permissibly exercised its conversion rights, shall be paid in good funds to the Holder. In the event the Company Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption Notice will be null and void, (ii) Borrower will have no right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default. If any Notes issued pursuant In the event the Equity Conditions cease to be in effect prior to the Purchase Agreement, in addition to this Note, are outstanding (collectivelypayment of the Redemption Amount, the “Outstanding Notes”) and Holder may cancel the Company pursuant to this Section 1.3 elects to make an Optional Notice of Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders of Outstanding Notes on a pro rata basis based upon the Redemption Amount of each Outstanding Note.

Appears in 3 contracts

Sources: Convertible Security Agreement (Andalay Solar, Inc.), Convertible Security Agreement (Andalay Solar, Inc.), Convertible Security Agreement (Westinghouse Solar, Inc.)

Optional Redemption. The Securities are redeemable at the Company’s election, in whole or in part, at any time and from time to time. If the Company may prepay this Note (“Optional Redemption”) by paying redeems the Securities prior to the Holder First Par Call Date, the Company will pay a redemption price equal to the greater of: (1) 100% of the principal amount of the Securities to be redeemed then outstanding; and (2) as determined by an Independent Investment Banker, the sum of money the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed that would be due if such Securities matured on the First Par Call Date (not including any portion of such payments of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 25 basis points; plus, in either of the above cases, accrued and unpaid interest to the date of redemption on the Securities to be redeemed. If the Company redeems the Securities on or after the First Par Call Date, the Company will pay a redemption price equal to one hundred percent (100%) % of the Principal Amount outstanding at such time together with principal amount of the Securities to be redeemed plus accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Noteredemption date. If the Company selects a redemption date that is on or after a Regular Record Date and on or before the related Interest Payment Date, the Purchase Agreement or any other Related Agreement (accrued and unpaid interest, if any, shall be paid to the “Redemption Amount”) outstanding person in whose name the Security is registered at the close of business on the Redemption Payment Date (as defined below)such Regular Record Date. The Company shall deliver mail or cause to the Holder be mailed a written notice of redemption (at least 15 days, but not more than 60 days, before the “Notice redemption date to each Holder of Redemption”) specifying the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease to accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on the date fixed for such Optional Redemption (the “Redemption Payment Date”), which date shall be ten (10) business days after the date redemption. For purposes of the Notice of Redemption (the “Redemption Period”). On the Redemption Payment Dateforegoing, the Redemption Amount must be paid in good funds to following terms have the Holder. In the event the Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void. If any Notes issued pursuant to the Purchase Agreement, in addition to this Note, are outstanding (collectively, the “Outstanding Notes”) and the Company pursuant to this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders of Outstanding Notes on a pro rata basis based upon the Redemption Amount of each Outstanding Note.following meanings:

Appears in 3 contracts

Sources: Supplemental Indenture (American Tower Corp /Ma/), Supplemental Indenture (American Tower Corp /Ma/), Supplemental Indenture (American Tower Corp /Ma/)

Optional Redemption. The Company may prepay this Note (“Optional Redemption”a) by paying to Unless otherwise provided in the Holder applicable Indenture Supplement for a sum Series or Class of money equal to one hundred percent (100%) of the Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this NoteNotes, the Purchase Agreement Issuer has the right, but not the obligation, to redeem a Series or Class of Notes in whole but not in part on (i) any other Related Agreement (the “Redemption Amount”) outstanding on the Redemption Payment Date (as defined below). The Company shall deliver to the Holder a written notice of redemption (the “Notice of Redemption”) specifying the date for such Optional Redemption (the “Redemption Payment Date”) on or after the Payment Date on which the aggregate Note Balance (after giving effect to all payments, if any, on that day) of such Series or Class is reduced to less than the Redemption Percentage of the Initial Note Balance and (ii) any other Payment Date as contemplated in the applicable Indenture Supplement. If the Issuer, at the direction of the Administrator, elects to redeem a Series or Class of Notes pursuant to this Section 13.1(a), which date shall be it will cause the Issuer to notify the Indenture Trustee, each Derivative Counterparty (as applicable, with respect to the related Series of Notes) and the Noteholders of such redemption at least ten (10) business days after prior to the date Redemption Payment Date. Unless otherwise specified in the Indenture Supplement applicable to the Notes to be so redeemed, the redemption price of a Series or Class so redeemed will equal the Redemption Amount, the payment of which will be subject to the allocations, deposits and payments sections of the Notice of related Indenture Supplement, if any. If the Issuer is unable to pay the Redemption (the “Redemption Period”). On Amount in full on the Redemption Payment Date, such redemption shall be cancelled, notice of such cancelled redemption shall be sent to all Secured Parties and payments on such Series or Class of Notes will thereafter continue to be made in accordance with this Indenture and the related Indenture Supplement, and the Noteholders of such Series or Class of Notes and the related Administrative Agent shall continue to hold all rights, powers and options as set forth under this Indenture, until the Outstanding Note Balance of such Series or Class, plus all accrued and unpaid interest and other amounts due in respect of the Notes, is paid in full or the Stated Maturity Date occurs, whichever is earlier, subject to Article VII, Article VIII and the allocations, deposits and payments sections of this Indenture and the related Indenture Supplement. (b) Unless otherwise specified in the related Indenture Supplement, if the VFN Principal Balance of any Class of VFN Notes has been reduced to zero, then, upon five (5) Business Days’ prior written notice to the Noteholder thereof, the Issuer may declare such Class no longer Outstanding, in which case the Noteholder thereof shall submit such Class of Note to the Indenture Trustee for cancellation. (c) The Notes of any Series or Class of Notes shall be subject to optional redemption under this Article XIII, in whole but not in part, by the Issuer, through (i) a Permitted Refinancing, (ii) the use of the proceeds of issuance and sale of a new Series of Notes issued hereunder, or (iii) the use of the proceeds received of any amounts funded under any Variable Funding Notes on any Business Day after the date on which the related Revolving Period ends, and on any Business Day within ten (10) days prior to the end of such Revolving Period or at other times specified in the related Indenture Supplement upon ten (10) days’ prior notice to the Indenture Trustee, the Noteholders and any related Derivative Counterparty. Following issuance of the Redemption Amount must Notice by the Issuer pursuant to Section 13.2 below, the Issuer shall be paid in good funds required to purchase the Holder. In entire aggregate Note Balance of such Series or Class of Term Notes for the event the Company fails to pay the applicable Redemption Amount on the date set for such redemption (the “Redemption Payment Date as set forth hereinDate”). (d) The Issuer may redeem any Series or Class of Notes through (i) a Permitted Refinancing, then such Redemption Notice will be null (ii) the use of proceeds from the issuance and void. If any sale of a new Series or Class of Notes issued pursuant hereunder, or (iii) the use of proceeds received following a VFN Note Balance Adjustment Request, on any other Business Day specified in the related Indenture Supplement. (e) If necessary to satisfy the Collateral Test, the Notes of any Series or Class of Variable Funding Notes shall be subject to repayment by the Issuer, in whole or in part, up to the Purchase Agreementamount necessary to satisfy the Collateral Test, in addition using any other cash or funds of the Issuer other than Collections on the Receivables, upon one (1) Business Day’s prior notice from the Issuer to this Notethe Indenture Trustee, are outstanding (collectively, the “Outstanding Notes”) each Derivative Counterparty and the Company related VFN Noteholders. Any such repayment pursuant to this Section 1.3 elects to make an Optional Redemption, then 13.1(e) shall reduce the Company principal balance of such Variable Funding Notes but shall take not result in a reduction of any funding commitments related thereto or the same action with respect to all Outstanding Maximum VFN Principal Balance thereof (unless otherwise agreed between the Noteholders of such Variable Funding Notes and make such payments to all holders of Outstanding Notes the Issuer) and (ii) may be made on a non-pro rata basis based upon the Redemption Amount with other Series of each Outstanding NoteVariable Funding Notes.

Appears in 3 contracts

Sources: Indenture (New Residential Investment Corp.), Indenture (New Residential Investment Corp.), Indenture (New Residential Investment Corp.)

Optional Redemption. The Company may prepay this Note (“Optional Redemption”) by paying redeem the Securities at any time in whole or in part, at its option, prior to the Holder Par Call Date, at a redemption price as calculated by the Company equal to the greater of: • 100% of the principal amount of the Securities to be redeemed; and • the sum of money the present values of the remaining scheduled payments of principal and interest thereon that would be due if the 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 basis points, plus, in each case, accrued and unpaid interest, if any, on the amount being redeemed to, but excluding the date of redemption. If the Company elects to redeem any Securities on or after the Par Call Date, the Company shall pay an amount equal to one hundred percent (100%) % of the Principal Amount outstanding at such time together with principal amount of the Securities redeemed, plus accrued and unpaid interest, if any, to, but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Noteexcluding, the Purchase Agreement or any other Related Agreement (date of redemption. Notice of redemption will be sent at least 10 but not more than 60 days before the “Redemption Amount”) outstanding on redemption date to each holder of record of the Redemption Payment Date (as defined below)Securities to be redeemed at its registered address. The Company shall deliver to the Holder a written notice of redemption (for the “Notice Securities will state, among other things, the series and amount of Redemption”) specifying Securities to be redeemed, the date redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Securities to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Securities that have been called for such Optional Redemption (redemption at the “Redemption Payment Date”)redemption date. If fewer than all of the Securities are to be redeemed at any time, which date not more than 45 days prior to the redemption date, the particular Securities or portions thereof for redemption from the outstanding Securities not previously called shall be ten (10) business days after selected in accordance with the date procedures of the Notice of Redemption (the “Redemption Period”)DTC. On the Redemption Payment Date, the Redemption Amount must be paid in good funds The Trustee shall have no obligation to the Holder. In the event the Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void. If calculate any Notes issued pursuant to the Purchase Agreement, in addition to this Note, are outstanding (collectively, the “Outstanding Notes”) and the Company pursuant to this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders of Outstanding Notes on a pro rata basis based upon the Redemption Amount of each Outstanding Noteredemption price or premium.

Appears in 3 contracts

Sources: Supplemental Indenture (Vmware, Inc.), Tenth Supplemental Indenture (Vmware, Inc.), Ninth Supplemental Indenture (Vmware, Inc.)

Optional Redemption. The Securities are redeemable at the Company’s election, in whole or in part, at any time and from time to time. If the Company may prepay this Note (“Optional Redemption”) by paying redeems the Securities prior to the Holder First Par Call Date, the Company will pay a redemption price equal to the greater of: (1) 100% of the principal amount of the Securities to be redeemed then outstanding; and (2) as determined by an Independent Investment Banker, the sum of money the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed that would be due if such Securities matured on the First Par Call Date (not including any portion of such payments of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 15 basis points; plus, in either of the above cases, accrued and unpaid interest to the date of redemption on the Securities to be redeemed. If the Company redeems the Securities on or after the First Par Call Date, the Company will pay a redemption price equal to one hundred percent (100%) % of the Principal Amount outstanding at such time together with principal amount of the Securities to be redeemed plus accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Noteredemption date. If the Company selects a redemption date that is on or after a Regular Record Date and on or before the related Interest Payment Date, the Purchase Agreement or any other Related Agreement (accrued and unpaid interest, if any, shall be paid to the “Redemption Amount”) outstanding person in whose name the Security is registered at the close of business on the Redemption Payment Date (as defined below)such Regular Record Date. The Company shall deliver mail or cause to the Holder be mailed a written notice of redemption (at least 15 days, but not more than 60 days, before the “Notice redemption date to each Holder of Redemption”) specifying the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease to accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on the date fixed for such Optional Redemption (the “Redemption Payment Date”), which date shall be ten (10) business days after the date redemption. For purposes of the Notice of Redemption (the “Redemption Period”). On the Redemption Payment Dateforegoing, the Redemption Amount must be paid in good funds to following terms have the Holder. In the event the Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void. If any Notes issued pursuant to the Purchase Agreement, in addition to this Note, are outstanding (collectively, the “Outstanding Notes”) and the Company pursuant to this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders of Outstanding Notes on a pro rata basis based upon the Redemption Amount of each Outstanding Note.following meanings:

Appears in 3 contracts

Sources: Supplemental Indenture (American Tower Corp /Ma/), Supplemental Indenture (American Tower Corp /Ma/), Supplemental Indenture (American Tower Corp /Ma/)

Optional Redemption. The Securities are redeemable at the Company’s election, in whole or in part, at any time and from time to time. If the Company may prepay this Note (“Optional Redemption”) by paying redeems the Securities prior to the Holder First Par Call Date, the Company will pay a redemption price equal to the greater of: (1) 100% of the principal amount of the Securities to be redeemed then outstanding; and (2) as determined by an Independent Investment Banker, the sum of money the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed that would be due if such Securities matured on the First Par Call Date (not including any portion of such payments of interest accrued to the date of redemption) discounted to the redemption date on an annual basis (ACTUAL/ACTUAL (ICMA)) at the applicable Comparable Government Bond Rate, plus 20 basis points; plus, in either of the above cases, accrued and unpaid interest to the date of redemption on the Securities to be redeemed. If the Company redeems the Securities on or after the First Par Call Date, the Company will pay a redemption price equal to one hundred percent (100%) % of the Principal Amount outstanding at such time together with principal amount of the Securities to be redeemed plus accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Noteredemption date. If the Company selects a redemption date that is on or after a Regular Record Date and on or before the related Interest Payment Date, the Purchase Agreement or any other Related Agreement (accrued and unpaid interest, if any, shall be paid to the “Redemption Amount”) outstanding person in whose name the Security is registered at the close of business on the Redemption Payment Date (as defined below)such Regular Record Date. The Company shall deliver mail or cause to the Holder be mailed a written notice of redemption (at least 15 days, but not more than 60 days, before the “Notice redemption date to each Holder of Redemption”) specifying the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease to accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on the date fixed for such Optional Redemption (the “Redemption Payment Date”), which date shall be ten (10) business days after the date redemption. For purposes of the Notice of Redemption (the “Redemption Period”). On the Redemption Payment Dateforegoing, the Redemption Amount must be paid in good funds to following terms have the Holder. In the event the Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void. If any Notes issued pursuant to the Purchase Agreement, in addition to this Note, are outstanding (collectively, the “Outstanding Notes”) and the Company pursuant to this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders of Outstanding Notes on a pro rata basis based upon the Redemption Amount of each Outstanding Note.following meanings:

Appears in 3 contracts

Sources: Supplemental Indenture (American Tower Corp /Ma/), Supplemental Indenture (American Tower Corp /Ma/), Supplemental Indenture (American Tower Corp /Ma/)

Optional Redemption. The Company Issuer may prepay this Note (“Optional Redemption”) by paying redeem the Notes at any time at the option of the Issuer, in whole or from time to time in part, at a redemption price equal to the Holder a sum Redemption Price. If notice of money equal to one hundred percent (100%) redemption has been given as provided in the Indenture and funds for the redemption of the Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement or any other Related Agreement (the “Redemption Amount”) outstanding Notes called for redemption shall have been made available on the Redemption Payment 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 defined below)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 Company shall deliver 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. If all or less than all of the Holder a written Notes are to be redeemed at the option of the Issuer, the Issuer will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the “Notice Trustee) of Redemption”) specifying the date for aggregate principal amount of Notes to be redeemed and their Redemption Date. The Issuer shall give the Trustee notice of the Make-Whole Amount promptly after the calculation thereof and if the Issuer has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Original Indenture, such Optional Redemption (notice from the “Redemption Payment Date”), which date Issuer shall be ten (10) business given to the Trustee at such time as shall permit the Trustee to include notice of the Make-Whole Amount in such notice of redemption. The Trustee shall have no responsibility for calculating the Make-Whole Amount. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days after prior to the date of the Notice of Redemption (the “Redemption Period”). On the Redemption Payment Dateredemption, the Redemption Amount must Notes to be paid redeemed in good funds to the Holder. In the event the Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void. If any Notes issued pursuant to the Purchase Agreement, whole or in addition to this Note, are outstanding (collectively, the “Outstanding Notes”) and the Company pursuant to this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders of Outstanding Notes on a pro rata basis based upon the Redemption Amount of each Outstanding Notepart.

Appears in 3 contracts

Sources: Supplemental Indenture (Liberty Property Limited Partnership), Supplemental Indenture (Liberty Property Limited Partnership), Supplemental Indenture (Liberty Property Limited Partnership)

Optional Redemption. If specified in the applicable prospectus supplement, we may elect to redeem all or part of the outstanding debt securities of a series from time to time before the maturity date of the debt securities of that series. Upon such election, we will notify the indenture trustee of the redemption date and the principal amount of debt securities of the series to be redeemed. If less than all the debt securities of the series are to be redeemed, the particular debt securities of that series to be redeemed will be selected by the depositary in accordance with its procedures. The Company may prepay this Note applicable prospectus supplement will specify the redemption price for the debt securities to be redeemed (“Optional Redemption”) by paying or the method of calculating such price), in each case in accordance with the terms and conditions of those debt securities. Notice of redemption will be given to each holder of the debt securities to be redeemed not less than 30 nor more than 60 days prior to the Holder a sum date set for such redemption. This notice will include the following information, as applicable: the redemption date; the redemption price (or the method of money equal calculating such price); if less than all of the outstanding debt securities of such series are to one hundred percent be redeemed, the identification (100%and, in the case of partial redemption, the respective principal amounts) of the Principal Amount outstanding at such time together with accrued but unpaid particular debt securities to be redeemed; that on the redemption date the redemption price will become due and payable upon each security to be redeemed and, if applicable, that interest thereon will cease to accrue after such date; the place or places where such debt securities are to be surrendered for payment of the redemption price; and that the redemption is for a sinking fund, if such is the case. Prior to any and all other sums dueredemption date, accrued we will deposit or payable cause to be deposited with the indenture trustee or with a paying agent (or, if we are acting as our own paying agent with respect to the Holder arising under this Notedebt securities being redeemed, we will segregate and hold in trust as provided in the Purchase Agreement or any other Related Agreement applicable indenture) an amount of money sufficient to pay the aggregate redemption price of, and (except if the “Redemption Amount”) outstanding on the Redemption Payment Date (as defined below). The Company shall deliver to the Holder a written notice of redemption (the “Notice of Redemption”) specifying the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be ten (10an interest payment date or the debt securities of such series provide otherwise) business days after the date accrued interest on, all of the Notice of Redemption (debt securities or the “Redemption Period”)part thereof to be redeemed on that date. On the Redemption Payment Dateredemption date, the Redemption Amount redemption price will become due and payable upon all of the debt securities to be redeemed, and interest, if any, on the debt securities to be redeemed will cease to accrue from and after that date. Upon surrender of any such debt securities for redemption, we will pay those debt securities surrendered at the redemption price together, if applicable, with accrued interest to the redemption date. Any debt securities to be redeemed only in part must be paid in good funds surrendered at the office or agency established by us for such purpose, and we will execute, and the indenture trustee will authenticate and deliver to a holder without service charge, new debt securities of the Holder. In the event the Company fails to pay the Redemption Amount on the Redemption Payment Date same series and of like tenor, of any authorized denominations as set forth herein, then such Redemption Notice will be null and void. If any Notes issued pursuant to the Purchase Agreementrequested by that holder, in addition a principal amount equal to this Note, are outstanding (collectively, and in exchange for the “Outstanding Notes”) and unredeemed portion of the Company pursuant to this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders of Outstanding Notes on a pro rata basis based upon the Redemption Amount of each Outstanding Notedebt securities that holder surrenders.

Appears in 3 contracts

Sources: Sales Agreement, Equity Distribution Agreement, At Market Issuance Sales Agreement

Optional Redemption. The Securities are redeemable at the Company’s election, in whole or in part, at any time and from time to time. If the Company may prepay this Note (“Optional Redemption”) by paying redeems the Securities prior to the Holder First Par Call Date, the Company will pay a redemption price equal to the greater of: (1) 100% of the principal amount of the Securities to be redeemed then outstanding; and (2) as determined by an Independent Investment Banker, the sum of money the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed that would be due if such Securities matured on the First Par Call Date (not including any portion of such payments of interest accrued to the date of redemption) discounted to the redemption date on an annual basis (ACTUAL/ACTUAL (ICMA)) at the applicable Comparable Government Bond Rate, plus 25 basis points; plus, in either of the above cases, accrued and unpaid interest to the date of redemption on the Securities to be redeemed. If the Company redeems the Securities on or after the First Par Call Date, the Company will pay a redemption price equal to one hundred percent (100%) % of the Principal Amount outstanding at such time together with principal amount of the Securities to be redeemed plus accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Noteredemption date. If the Company selects a redemption date that is on or after a Regular Record Date and on or before the related Interest Payment Date, the Purchase Agreement or any other Related Agreement (accrued and unpaid interest, if any, shall be paid to the “Redemption Amount”) outstanding person in whose name the Security is registered at the close of business on the Redemption Payment Date (as defined below)such Regular Record Date. The Company shall deliver mail or cause to the Holder be mailed a written notice of redemption (at least 15 days, but not more than 60 days, before the “Notice redemption date to each Holder of Redemption”) specifying the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease to accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on the date fixed for such Optional Redemption (the “Redemption Payment Date”), which date shall be ten (10) business days after the date redemption. For purposes of the Notice of Redemption (the “Redemption Period”). On the Redemption Payment Dateforegoing, the Redemption Amount must be paid in good funds to following terms have the Holder. In the event the Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void. If any Notes issued pursuant to the Purchase Agreement, in addition to this Note, are outstanding (collectively, the “Outstanding Notes”) and the Company pursuant to this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders of Outstanding Notes on a pro rata basis based upon the Redemption Amount of each Outstanding Note.following meanings:

Appears in 3 contracts

Sources: Supplemental Indenture (American Tower Corp /Ma/), Supplemental Indenture (American Tower Corp /Ma/), Supplemental Indenture (American Tower Corp /Ma/)

Optional Redemption. The Company may prepay this Note (“Optional Redemption”) by paying Senior Notes shall be subject to ------------------- redemption at the option of the Operating Partnership, in whole or in part, at any time, and from time to time, at a redemption price equal to the Holder a sum of money equal to one hundred percent (100%i) the principal amount of the Principal Amount outstanding at such time together with Senior Notes being redeemed, plus accrued but and unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Noteredemption date, and (ii) the Purchase Agreement or any other Related Agreement (the “Redemption Amount”) outstanding on the Redemption Payment Date Make-Whole Amount (as defined below), if any, with respect to such Senior Notes (together, the "Redemption Price"). If notice has been given as provided in the Original Indenture and funds for the redemption of any Senior Notes called for redemption shall have been made available on the redemption date referred to in such notice, such Senior Notes shall cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders from and after the redemption date shall be to receive payment of the Redemption Price upon surrender of such Senior Notes in accordance with such notice. Notice of any optional redemption of any Senior Notes shall be given to Holders at their addresses, as shown in the security register for the Senior Notes, not less than 30 nor more than 60 days prior to the date fixed for redemption. The Company notice of redemption shall deliver specify, among other items, the Senior Notes to be redeemed, the Redemption Price and the principal amount of the Senior Notes held by such Holder a written to be redeemed. If less than all the Senior Notes are to be redeemed at the option of the Operating Partnership, the Operating Partnership will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the “Notice of Redemption”Trustee) specifying the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be ten (10) business days after the date of the Notice aggregate principal amount of Redemption (the “Redemption Period”)Senior Notes to be redeemed and their redemption date. On The Trustee shall select, pro rata, by lot or in such manner as it shall deem fair and appropriate, Senior Notes to be redeemed in whole or in part. Senior Notes may be redeemed in part in the Redemption Payment Dateauthorized denomination of $1,000 or in any integral multiple thereof; provided, that, in the case of a partial redemption, until the Private Placement -------- Legend shall have been removed therefrom, the Redemption Amount must remaining principal amount of any Senior Notes owned by any Holder or beneficial owner shall not be paid in good funds to the Holderless than $100,000. In the event the Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth As used herein, then such Redemption Notice will be null and void. If any Notes issued pursuant to the Purchase Agreement, in addition to this Note, are outstanding (collectively, the “Outstanding Notes”) and the Company pursuant to this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders of Outstanding Notes on a pro rata basis based upon the Redemption Amount of each Outstanding Note.:

Appears in 2 contracts

Sources: Supplemental Indenture (Cp LTD Partnership), Supplemental Indenture (Cp LTD Partnership)

Optional Redemption. The Company Issuer may prepay this Note (“Optional Redemption”) by paying redeem the Notes in whole or in part, at its option, at any time or from time to time prior to maturity on at least 30 days, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder a sum of money equal to one hundred percent (100%) of the Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement or any other Related Agreement Notes (the “Redemption AmountDate) outstanding on the Redemption Payment Date (as defined below). The Company shall deliver redemption price will be equal to the Holder a written notice greater of: (i) 100% of redemption the aggregate principal amount of the Notes to be redeemed; or (ii) the “Notice sum of Redemption”) specifying the date present values of the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related Redemption Date but for such Optional Redemption (the “Redemption Payment Date”)redemption, which date shall be ten (10) business days after the date exclusive of the Notice of Redemption (the “Redemption Period”). On interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Date, discounted to the Redemption Amount must be paid in good funds Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), using a rate equal to the HolderTreasury Rate plus 15 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) or (ii), accrued interest thereon to, but not including, the Redemption Date. In Notwithstanding the event 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 Company fails 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 Amount 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 by the Trustee by lot, on a pro-rata basis or 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. 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 hereinin the Indenture, then such Redemption Notice will shall be null and void. If any Notes issued pursuant set forth in an Officers’ Certificate of the Issuer delivered to the Purchase Agreement, Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in addition to this Note, are outstanding (collectivelythe Indenture, the “Outstanding Notes”) Notes called for redemption shall become due and the Company pursuant to this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders of Outstanding Notes payable on a pro rata basis based upon the Redemption Amount of each Outstanding NoteDate and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date.

Appears in 2 contracts

Sources: First Supplemental Indenture (Hewlett Packard Enterprise Co), First Supplemental Indenture (Juniper Networks Inc)

Optional Redemption. The Company Notes may prepay this Note be redeemed in whole or in part at the option of the Issuer on or after January 19, 2018 (such redemption, an “Optional Redemption”) by paying to the Holder at a sum of money equal to one hundred percent (100%) of the Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement or any other Related Agreement price (the “Optional Redemption AmountPrice”) outstanding payable in cash and equal to 100% of the principal amount of the Notes plus accrued and unpaid interest, including Additional Interest, if any, to, but excluding, the Optional Redemption Date, or, in the case of a Default by the Issuer in the payment of the Optional Redemption Price, the day on which such Default is no longer continuing; provided, however, that if the Redemption Payment Notes are redeemed on a date that is after a Regular Record Date (as defined below). The Company shall deliver and prior to the Holder a written notice of redemption (the “Notice of Redemption”) specifying the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be ten (10) business days after the date of the Notice of Redemption (the “Redemption Period”). On the Redemption corresponding Interest Payment Date, the Redemption Amount must be paid accrued interest payable in good funds to the Holder. In the event the Company fails to pay the Redemption Amount on the Redemption respect of such Interest Payment Date as set forth herein, then such Redemption Notice will shall not be null and void. If any payable to Holders of the Notes issued to whom the principal amount of the Notes being redeemed pursuant to the Purchase AgreementOptional Redemption is paid, in addition and shall instead pay the full amount of the relevant interest payment on such Interest Payment Date to this Note, are outstanding (collectivelythe Holder of record on the relevant Regular Record Date for the corresponding Interest Payment Date. For the avoidance of doubt, the “Outstanding Notes”) and the Company pursuant to this Section 1.3 elects to make Issuer may not redeem any Notes in an Optional Redemption, then Redemption unless all accrued and unpaid interest thereon has been or is simultaneously paid (or will be paid at the Company shall take next Interest Payment Date in accordance with the same action with respect immediately preceding sentence) for all semi-annual interest periods or portions thereof terminating prior to all Outstanding Notes and make such payments to all holders of Outstanding Notes on a pro rata basis based upon the Redemption Amount of each Outstanding NoteDate.

Appears in 2 contracts

Sources: Note Purchase Agreement (Amarin Corp Plc\uk), Indenture (Amarin Corp Plc\uk)

Optional Redemption. The At any time prior to the Par Call Date, the Company may prepay this Note (“Optional Redemption”) by paying redeem the Notes at its option, in whole or from time to the Holder time in part, at a sum of money equal to one hundred percent (100%) of the Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement or any other Related Agreement redemption price (the “Redemption AmountPrice”) outstanding equal to the greater of (i) the principal amount of the Notes being redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 30 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Payment 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 defined below)shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company shall deliver will notify the Trustee at least 45 days prior to the Holder a written giving notice of redemption (or such shorter period as is satisfactory to the “Notice Trustee) of Redemption”) specifying the date for aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such Optional Redemption (notice from the “Redemption Payment Date”), which date Company shall be ten (10) business given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days after prior to the date of the Notice of Redemption (the “Redemption Period”). On the Redemption Payment Dateredemption, the Redemption Amount must Notes to be paid redeemed in good funds to the Holderpart. In the event Neither the Company fails nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to pay be redeemed and ending at the Redemption Amount close of business on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void. If day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Notes issued pursuant to the Purchase Agreement, in addition to this Note, are outstanding (collectivelyor portion thereof, called for redemption, except the “Outstanding Notes”) and the Company pursuant to this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders unredeemed portion of Outstanding Notes on a pro rata basis based upon the Redemption Amount of each Outstanding Noteany Note being redeemed in part.

Appears in 2 contracts

Sources: Supplemental Indenture (Liberty Property Limited Partnership), Fifth Supplemental Indenture (Liberty Property Limited Partnership)

Optional Redemption. The Company may prepay this Note (“Optional Redemption”a) by paying At any time prior to the Holder Par Call Date, the Notes may be redeemed by the Company, in whole or in part, at the Company’s option, at a sum of money redemption price equal to one hundred percent the greater of: (i) 100%) % of the Principal Amount outstanding at such time together with principal amount of the Notes being redeemed plus accrued but and unpaid interest thereon and any and all other sums dueto, accrued or payable to the Holder arising under this Notebut excluding, the Purchase Agreement or Redemption Date; or (ii) the sum of the Remaining Scheduled Payments on such Notes being redeemed (not including any other Related Agreement portion of the payments of interest accrued as of the redemption date (the “Redemption Amount”) outstanding on the Redemption Payment Date (as defined below). The Company shall deliver to the Holder a written notice of redemption (the “Notice of Redemption”) specifying the date for such Optional Redemption (the “Redemption Payment Date”)), which date shall be ten discounted to its present value as of the Redemption Date on a semi-annual basis (10assuming a 360-day year consisting of twelve 30-day months) business days at the applicable Adjusted Treasury Rate, as determined by the Quotation Agent, plus 25 basis points, plus accrued and unpaid interest on the principal amount of such Notes being redeemed to, but excluding, the Redemption Date. (b) At any time on or after the date Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the Notice principal amount of Redemption (Notes to be redeemed, plus accrued and unpaid interest, if any, on the “Redemption Period”). On Notes to, but excluding, the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (c) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, the Redemption Amount must accrued and unpaid interest, if any, will be paid in good funds to the HolderPerson in whose name the Note is registered at the close of business on such Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. In On and after the event Redemption Date, interest will cease to accrue on Notes or portions thereof called for redemption. (d) If less than all of the Notes are to be redeemed, the Trustee shall authenticate for the Holder at the expense of the Company fails a new Note equal in principal amount to pay the Redemption Amount on unredeemed or unpurchased portion of the Redemption Payment Date Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. (e) In addition to the Company’s rights to redeem the Notes as set forth herein, then such Redemption Notice will be null and void. If any Notes issued pursuant to the Purchase Agreement, in addition to this Note, are outstanding (collectivelyabove, the “Outstanding Notes”) and Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Company pursuant to this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders of Outstanding Notes on a pro rata basis based upon the Redemption Amount of each Outstanding NoteIndenture.

Appears in 2 contracts

Sources: Indenture (Smithfield Foods Inc), Indenture (Smithfield Foods Inc)

Optional Redemption. The Company may prepay this Note will have the option of redeeming any outstanding Notes ("Optional Redemption") by paying to the Holder Subscriber a sum of money equal to one hundred percent (100%) 110% of the Principal Amount outstanding at such time principal amount of the portion of the Note described below together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder Subscriber arising under this NoteSubscription Agreement, the Purchase Agreement Note or any other Related Agreement document delivered herewith (the “"Redemption Amount") outstanding on the Redemption Payment Date (as defined below). The Company shall deliver to the Holder a written day notice of redemption (the “"Notice of Redemption) specifying the date for such Optional is given to a Subscriber ("Redemption (the “Redemption Payment Date"), which date shall be ten (10) business days after the date of the . A Notice of Redemption (may not be given in connection with a portion of a Note for which notice of conversion has been given by the Subscriber. A Notice of Redemption Period”). On must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Payment Date, the Amount. The Redemption Amount must be paid in good funds to the HolderSubscriber no later than the fifth (5th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount on by the Optional Redemption Payment Date as set forth hereinDate, then such the Redemption Notice will be null and void. If any Notes issued pursuant to the Purchase Agreement, in addition to this Note, are outstanding (collectively, the “Outstanding Notes”) void and the Company pursuant will thereafter have no further right to this Section 1.3 elects to make effect an Optional Redemption, then and at the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders of Outstanding Notes on a pro rata basis based upon Subscription's election, the Redemption Amount of each Outstanding Notewill be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date.

Appears in 2 contracts

Sources: Subscription Agreement (NCT Group Inc), Subscription Agreement (NCT Group Inc)

Optional Redemption. The Company Issuer may prepay this Note (“Optional Redemption”) by paying redeem the Notes in whole or in part, at its option, at any time or from time to time prior to maturity on at least 30 days, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder a sum of money equal to one hundred percent (100%) of the Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement or any other Related Agreement Notes (the “Redemption AmountDate) outstanding on the Redemption Payment Date (as defined below). The Company shall deliver redemption price will be equal to the Holder a written notice greater of: (i) 100% of redemption the aggregate principal amount of the Notes to be redeemed; or (ii) the “Notice sum of Redemption”) specifying the date present values of the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related Redemption Date but for such Optional Redemption (the “Redemption Payment Date”)redemption, which date shall be ten (10) business days after the date exclusive of the Notice of Redemption (the “Redemption Period”). On interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Date, discounted to the Redemption Amount must be paid in good funds Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), using a rate equal to the HolderTreasury Rate plus 25 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) or (ii), accrued interest thereon to, but not including, the Redemption Date. In Notwithstanding the event 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 Company fails 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 Amount 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 by the Trustee by lot, on a pro-rata basis or 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. 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 hereinin the Indenture, then such Redemption Notice will shall be null and void. If any Notes issued pursuant set forth in an Officers’ Certificate of the Issuer delivered to the Purchase Agreement, Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in addition to this Note, are outstanding (collectivelythe Indenture, the “Outstanding Notes”) Notes called for redemption shall become due and the Company pursuant to this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders of Outstanding Notes payable on a pro rata basis based upon the Redemption Amount of each Outstanding NoteDate and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date.

Appears in 2 contracts

Sources: First Supplemental Indenture (Hewlett Packard Enterprise Co), First Supplemental Indenture (Juniper Networks Inc)

Optional Redemption. The Company may prepay this will have the option of redeeming ------------------- any outstanding Note ("Optional Redemption") by paying to the Holder Subscriber a sum of money equal to one hundred percent (100%) 125% of the Principal Amount outstanding at such time principal amount of the portion of the Note described below together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder Subscriber arising under this NoteSubscription Agreement, the Purchase Agreement Note or any other Related Agreement document delivered herewith (the “"Redemption Amount") outstanding on the Redemption Payment Date (as defined below). The Company shall deliver to the Holder a written day notice of redemption (the “"Notice of Redemption) specifying is given to a Subscriber ("Redemption Date"). A Notice of Redemption must be given, if at all, within two hours of the date delivery to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for such Optional Redemption which notice of conversion has been given by the Subscriber employing the Conversion Price described in Section 2.1(b)(ii) of the Note. The Subscriber may elect within five (the “Redemption Payment Date”), which date shall be ten (105) business days after receipt of a Notice of Redemption to give the date Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption (provided the Conversion Price elected by the Subscriber is the Maximum Base Price set forth in Section 2.1(b)(i) of the Note. A Notice of Redemption Period”). On must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Payment Date, the Amount. The Redemption Amount must be paid in good funds to the HolderSubscriber no later than the fifth (5th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount on by the Optional Redemption Payment Date as set forth hereinDate, then such the Redemption Notice will be null and void. If any Notes issued pursuant to the Purchase Agreement, in addition to this Note, are outstanding (collectively, the “Outstanding Notes”) void and the Company pursuant will thereafter have no further right to this Section 1.3 elects to make effect an Optional Redemption, then and at the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders of Outstanding Notes on a pro rata basis based upon Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of each Outstanding Default under the Note. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note, shall have occurred; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Purchase Price proceeds may not be used to effect an Optional Redemption.

Appears in 2 contracts

Sources: Subscription Agreement (Advanced Aerodynamics & Structures Inc/), Subscription Agreement (Advanced Aerodynamics & Structures Inc/)

Optional Redemption. (a) The Company may prepay provisions of Article XI of the Base Indenture, as supplemented by the provisions of this Note (“Optional Redemption”) by paying Supplemental Indenture, shall apply to the Notes. (b) At any time and from time to time, the Notes shall be redeemable, as a whole or in part, at the Company’s option, on at least 30 days, but not more than 60 days, prior notice mailed to the registered address of each Holder of the Notes to be redeemed, at a Redemption Price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed, or (ii) as determined by the Quotation Agent, the sum of money equal to one hundred percent (100%) the present values of the Principal Amount outstanding remaining scheduled payments of interest and principal thereon (exclusive of interest accrued and unpaid to, but not including, the Redemption Date) discounted to the Redemption Date on a semiannual basis, assuming a 360-day year consisting of twelve 30-day months, at such time together with the Treasury Rate plus 25 basis points, plus, in either case, accrued but and unpaid interest thereon and any and all other sums dueto, accrued or payable to the Holder arising under this Notebut not including, the Purchase Agreement Redemption Date for such Notes; provided, however, if the Redemption Date is after a Regular Record Date and on or any other Related Agreement (the “Redemption Amount”) outstanding prior to a corresponding Interest Payment Date, such accrued and unpaid interest will be paid on the Redemption Payment Date to the holder of record on the Regular Record Date. (as defined below)c) On and 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. The On or before the Redemption Date for the Notes, the Company shall deliver deposit with the Trustee or a Paying Agent, funds sufficient to pay the Holder 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 written notice principal amount of redemption $1,000 or less be redeemed in part. (the “d) Notice of Redemption”) specifying the date for such Optional Redemption (the “Redemption Payment Date”), which date any redemption shall be ten (10) business mailed at least 30 days after 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 15 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), 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 (redemption having been given as provided in the “Redemption Period”). On Indenture, the Notes called for redemption shall become due and payable on the Redemption Payment DateDate and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption Amount must be paid in good funds to the Holder. In the event the Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void. If any Notes issued pursuant to the Purchase Agreement, in addition to this Note, are outstanding (collectively, the “Outstanding Notes”) and the Company pursuant to this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders of Outstanding Notes on a pro rata basis based upon the Redemption Amount of each Outstanding NoteDate.

Appears in 2 contracts

Sources: Third Supplemental Indenture (Schwab Charles Corp), Third Supplemental Indenture (Schwab Charles Corp)

Optional Redemption. The Company may prepay this Note (“Optional Redemption”a) by paying At any time prior to the Holder Par Call Date, the Notes may be redeemed by the Company, in whole or in part, at the Company’s option, at a sum of money redemption price equal to one hundred percent the greater of: (i) 100%) % of the Principal Amount outstanding at such time together with principal amount of the Notes being redeemed plus accrued but and unpaid interest thereon and any and all other sums dueto, accrued or payable to the Holder arising under this Notebut excluding, the Purchase Agreement or Redemption Date; or (ii) the sum of the Remaining Scheduled Payments on such Notes being redeemed (not including any other Related Agreement portion of the payments of interest accrued as of the redemption date (the “Redemption Amount”) outstanding on the Redemption Payment Date (as defined below). The Company shall deliver to the Holder a written notice of redemption (the “Notice of Redemption”) specifying the date for such Optional Redemption (the “Redemption Payment Date”)), which date shall be ten discounted to its present value as of the Redemption Date on a semi-annual basis (10assuming a 360-day year consisting of twelve 30-day months) business days at the applicable Adjusted Treasury Rate, as determined by the Quotation Agent, plus 45 basis points, plus accrued and unpaid interest on the principal amount of such Notes being redeemed to, but excluding, the Redemption Date. (b) At any time on or after the date Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the Notice principal amount of Redemption (Notes to be redeemed, plus accrued and unpaid interest, if any, on the “Redemption Period”). On Notes to, but excluding, the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (c) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, the Redemption Amount must accrued and unpaid interest, if any, will be paid in good funds to the HolderPerson in whose name the Note is registered at the close of business on such Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. In On and after the event Redemption Date, interest will cease to accrue on Notes or portions thereof called for redemption. (d) If less than all of the Notes are to be redeemed, the Trustee shall authenticate for the Holder at the expense of the Company fails a new Note equal in principal amount to pay the Redemption Amount on unredeemed or unpurchased portion of the Redemption Payment Date Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. (e) In addition to the Company’s rights to redeem the Notes as set forth herein, then such Redemption Notice will be null and void. If any Notes issued pursuant to the Purchase Agreement, in addition to this Note, are outstanding (collectivelyabove, the “Outstanding Notes”) and Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Company pursuant to this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders of Outstanding Notes on a pro rata basis based upon the Redemption Amount of each Outstanding NoteIndenture.

Appears in 2 contracts

Sources: Indenture (Smithfield Foods Inc), Indenture (Smithfield Foods Inc)

Optional Redemption. The Company may prepay this Note (“Optional Redemption”a) by paying At any time prior to the Holder Par Call Date, the Notes may be redeemed by the Company, in whole or in part, at the Company’s option, at a sum of money redemption price equal to one hundred percent the greater of: (i) 100%) % of the Principal Amount outstanding at such time together with principal amount of the Notes being redeemed plus accrued but and unpaid interest thereon and any and all other sums dueto, accrued or payable to the Holder arising under this Notebut excluding, the Purchase Agreement or Redemption Date; or (ii) the sum of the Remaining Scheduled Payments on such Notes being redeemed (not including any other Related Agreement portion of the payments of interest accrued as of the redemption date (the “Redemption Amount”) outstanding on the Redemption Payment Date (as defined below). The Company shall deliver to the Holder a written notice of redemption (the “Notice of Redemption”) specifying the date for such Optional Redemption (the “Redemption Payment Date”)), which date shall be ten discounted to its present value as of the Redemption Date on a semi-annual basis (10assuming a 360-day year consisting of twelve 30-day months) business days at the applicable Adjusted Treasury Rate, as determined by the Quotation Agent, plus 30 basis points, plus accrued and unpaid interest on the principal amount of such Notes being redeemed to, but excluding, the Redemption Date. (b) At any time on and after the date Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the Notice principal amount of Redemption (Notes to be redeemed, plus accrued and unpaid interest, if any, on the “Redemption Period”). On Notes to the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (c) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, the Redemption Amount must accrued and unpaid interest, if any, will be paid in good funds to the HolderPerson in whose name the Note is registered at the close of business on such Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. In On and after the event Redemption Date, interest will cease to accrue on Notes or portions thereof called for redemption. (d) If less than all of the Notes are to be redeemed, the Trustee shall authenticate for the Holder at the expense of the Company fails a new Note equal in principal amount to pay the Redemption Amount on unredeemed or unpurchased portion of the Redemption Payment Date Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. (e) In addition to the Company’s rights to redeem the Notes as set forth herein, then such Redemption Notice will be null and void. If any Notes issued pursuant to the Purchase Agreement, in addition to this Note, are outstanding (collectivelyabove, the “Outstanding Notes”) and Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Company pursuant to this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders of Outstanding Notes on a pro rata basis based upon the Redemption Amount of each Outstanding NoteIndenture.

Appears in 2 contracts

Sources: Indenture (Smithfield Foods Inc), Indenture (Smithfield Foods Inc)

Optional Redemption. The Company may prepay Borrower will have the option of prepaying the outstanding Principal amount of this Note (“Optional Redemption”) ), in whole or in part, by paying to the Holder a sum of money in cash equal to one hundred and fifty percent (100150%) of the Principal Amount outstanding at such time amount to be redeemed, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this NoteNote through the Redemption Payment Date, the Purchase Agreement or any other Related Agreement as defined below (the “Redemption Amount”) outstanding on the Redemption Payment Date (as defined below). The Company shall deliver B▇▇▇▇▇▇▇’s election to exercise its right to prepay must be by notice in writing and include proof of funds to pay for the Holder a written notice of redemption Optional Redemption (the “Notice of Redemption”) specifying ). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be ten a date certain not sooner than twenty (1020) business days Trading Days after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption, if given, may be given on the first Trading Day following ten (10) consecutive Trading Days (the “Lookback Period”) during which all of the Equity Conditions [until six months after the Original Issue Date, except for part (c) and (i) of the definition of Equity Conditions] have been in effect. A Notice of Redemption shall not be effective with respect to any portion of the Principal Amount for which the Holder has previously delivered an election to convert, or for conversions initiated or made by the Holder during the Redemption Period. A Notice of Redemption may be given only in connection with an amount of Common Stock that would not exceed the Beneficial Ownership Limitation. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount must against which the Holder has permissibly exercised its conversion rights, shall be paid in good funds to the Holder. In the event the Company Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption Notice will be null and void, (ii) Borrower will have no right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default. If any Notes issued pursuant In the event the Equity Conditions cease to be in effect prior to the Purchase Agreement, in addition to this Note, are outstanding (collectivelypayment of the Redemption Amount, the “Outstanding Notes”) and Holder may cancel the Company pursuant to this Section 1.3 elects to make an Optional Notice of Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders of Outstanding Notes on a pro rata basis based upon the Redemption Amount of each Outstanding Note.

Appears in 2 contracts

Sources: Convertible Note and Class a Warrant Agreement (Attitude Drinks Inc.), Secured Convertible Note (Attitude Drinks Inc.)

Optional Redemption. The Company may prepay this Borrower will have the option of redeeming the outstanding principal amount of the Note ("Optional Redemption”) "), subject to the other payment provisions herein, by paying to the Holder a sum Purchaser 110% of money equal to one hundred percent (100%) of the Principal Amount outstanding at such time principal amount together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder Purchaser arising under this NoteAgreement, the Purchase Agreement Note or any other Related Agreement document delivered herewith (the “"Redemption Amount") outstanding on the Redemption Payment Date (as defined below). The Company shall deliver to the Holder a written day notice of redemption (the “Notice of Redemption”) specifying is delivered to a Purchaser ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which a Notice of Conversion has been given by the date for such Optional Purchaser at any time before receipt of a Notice of Redemption or given pursuant to the following sentence. The Purchaser may elect within five (the “Redemption Payment Date”), which date shall be ten (105) business days after receipt of a Notice of Redemption to give the date Borrower a Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption (the “Redemption Period”)Redemption. On the Redemption Payment Date, the The Redemption Amount must be paid in good funds to the HolderPurchaser no later than the seventh (7th) business day after the Redemption Date (“Optional Redemption Payment Date”). In the event the Company Borrower fails to pay the Redemption Amount on by the Optional Redemption Payment Date as set forth hereinDate, then such the Redemption Notice will be null and void. If any Notes issued pursuant to A Notice of Redemption may be given by the Purchase AgreementBorrower, provided (i) no Event of Default as described in addition to this Note, the Note shall have occurred or be continuing; and (ii) the Note Shares issuable upon conversion of the full outstanding Note principal are outstanding (collectively, the “Outstanding Notes”) and the Company pursuant to this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders included for unrestricted resale in a registration statement effective as of Outstanding Notes on a pro rata basis based upon the Redemption Amount of each Outstanding NoteDate.

Appears in 2 contracts

Sources: Convertible Note (Metropolitan Health Networks Inc), Convertible Note (Metropolitan Health Networks Inc)

Optional Redemption. The Company Issuer may prepay this Note redeem the Notes in whole or in part, at its option, at any time or from time to time prior to Maturity (“Optional Redemption”) by paying to the Holder a sum date of money equal to one hundred percent (100%) of the Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums dueredemption, accrued or payable to the Holder arising under this Note, the Purchase Agreement or any other Related Agreement (the “Redemption AmountDate) outstanding on the Redemption Payment Date (as defined below). The Company shall deliver Redemption Price will be equal to the Holder greater of: (i) 100% of the aggregate principal amount of the Notes to be redeemed; or (ii) the sum of the present values of the Remaining Scheduled Payments, discounted to the Redemption Date on a written notice semi-annual basis (assuming a 360-day year consisting of redemption (the “Notice of Redemption”) specifying the date for such Optional Redemption (the “Redemption Payment Date”twelve 30-day months), which date shall using a rate equal to the Treasury Rate plus 25 basis points (such sum to be ten calculated as set forth in the Indenture), plus, in the case of (10i) business days after the date of the Notice of Redemption or (the “Redemption Period”ii). On the Redemption Payment Date, accrued interest thereon to, but not including, the Redemption Amount must 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 paid in good funds payable on the Interest Payment Date to the Holderregistered Holders as of the close of business on the relevant Regular Record Date according to the Notes and the Indenture. In On and after the event Redemption Date for the Company fails 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 Amount Price of the Notes to be redeemed on the Redemption Payment Date. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee by lot, on a pro-rata basis or by such method as the Trustee deems fair and appropriate; 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 hereinin the Indenture, then such Redemption Notice will shall be null and void. If any Notes issued pursuant set forth in an Officer’s Certificate of the Issuer delivered to the Purchase Agreement, Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in addition to this Note, are outstanding (collectivelythe Indenture, the “Outstanding Notes”) Notes called for redemption shall become due and the Company pursuant to this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders of Outstanding Notes payable on a pro rata basis based upon the Redemption Amount of each Outstanding NoteDate and at the applicable Redemption Price.

Appears in 2 contracts

Sources: Second Supplemental Indenture (Intel Corp), Note Agreement (Intel Corp)

Optional Redemption. The Company may prepay Commencing six (6) months after the original Issue Date of this Note, the Borrower will have the option of prepaying the outstanding Principal amount of this Note (“Optional Redemption”) ), in whole or in part, by paying to the Holder a sum of money in cash equal to one hundred and twenty-five percent (100125%) of the Principal Amount outstanding at such time amount to be redeemed (or, if the average VWAP of the Common Stock for the ten trading days immediately prior to the date the Notice of Redemption is given is $5.00 or more, 100% of the Principal amount to be redeemed), together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this NoteNote through the Redemption Payment Date, the Purchase Agreement or any other Related Agreement as defined below (the “Redemption Amount”) outstanding on the Redemption Payment Date (as defined below). The Company shall deliver ▇▇▇▇▇▇▇▇’s election to the Holder a written exercise its right to prepay must be by notice of redemption in writing (the “Notice of Redemption”) specifying ). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be ten a date certain not sooner than fifteen (1015) business days Trading Days after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption, if given, may be given on the first Trading Day following ten (10) consecutive Trading Days (the “Lookback Period”) during which all of the Equity Conditions have been in effect (other than the requirement to obtain the Stockholder Approval). A Notice of Redemption shall not be effective with respect to any portion of the Principal Amount or interest for which the Holder has previously delivered an election to convert, or for conversions initiated or made by the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount must against which the Holder has permissibly exercised its conversion rights (whether before or after the giving of the Notice of Redemption), shall be paid in good funds to the Holder. In the event the Company Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption Notice will be null and void. If any Notes issued pursuant , (ii) Borrower will have no right to the Purchase Agreement, in addition to this Note, are outstanding (collectively, the “Outstanding Notes”) and the Company pursuant to this Section 1.3 elects to make an Optional deliver another Notice of Redemption, then the Company shall take the same action with respect and (iii) Borrower’s failure may be deemed by Holder to all Outstanding Notes and make such payments to all holders be a non-curable Event of Outstanding Notes on a pro rata basis based upon the Redemption Amount of each Outstanding NoteDefault.

Appears in 2 contracts

Sources: Convertible Security Agreement (Echo Therapeutics, Inc.), Convertible Security Agreement (Echo Therapeutics, Inc.)

Optional Redemption. The Company may prepay this Note (“Optional Redemption”a) by paying At any time prior to the Holder Par Call Date, the Notes may be redeemed by the Company, in whole or in part, at the Company’s option, at a sum of money redemption price equal to one hundred percent the greater of: (i) 100%) % of the Principal Amount outstanding at such time together with principal amount of the Notes being redeemed, plus accrued but and unpaid interest thereon and any and all other sums dueto, accrued or payable to the Holder arising under this Notebut excluding, the Purchase Agreement or Redemption Date; or (ii) the sum of the Remaining Scheduled Payments on such Notes being redeemed (not including any other Related Agreement portion of the payments of interest accrued as of the redemption date (the “Redemption Amount”) outstanding on the Redemption Payment Date (as defined below). The Company shall deliver to the Holder a written notice of redemption (the “Notice of Redemption”) specifying the date for such Optional Redemption (the “Redemption Payment Date”)), which date shall be ten discounted to its present value as of the Redemption Date on a semi-annual basis (10assuming a 360-day year consisting of twelve 30-day months) business days at the Adjusted Treasury Rate, as determined by the Quotation Agent, plus 45 basis points, plus accrued and unpaid interest on the principal amount of such Notes being redeemed to, but excluding, the Redemption Date. (b) At any time on or after the date Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the Notice principal amount of Redemption (Notes to be redeemed, plus accrued and unpaid interest, if any, on the “Redemption Period”). On Notes to, but excluding, the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (c) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, the Redemption Amount must accrued and unpaid interest, if any, will be paid in good funds to the HolderPerson in whose name the Note is registered at the close of business on such Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. In the event the Company fails to pay On and after the Redemption Amount Date, interest will cease to accrue on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void. If any Notes issued pursuant to the Purchase Agreement, in addition to this Note, are outstanding (collectively, the “Outstanding Notes”) and the Company pursuant to this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders of Outstanding Notes on a pro rata basis based upon the Redemption Amount of each Outstanding Noteor portions thereof called for redemption.

Appears in 2 contracts

Sources: Indenture (Smithfield Foods Inc), Indenture (Smithfield Foods Inc)

Optional Redemption. The Company Issuer may prepay this Note (“Optional Redemption”) by paying redeem the Notes in whole or in part, at its option, at any time or from time to time prior to maturity on at least 30 days, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder a sum of money equal to one hundred percent (100%) of the Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement or any other Related Agreement Notes (the “Redemption AmountDate) outstanding on the Redemption Payment Date (as defined below). The Company shall deliver redemption price will be equal to the Holder a written notice greater of: (i) 100% of redemption the aggregate principal amount of the Notes to be redeemed; or (ii) the “Notice sum of Redemption”) specifying the date present values of the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related Redemption Date but for such Optional Redemption (the “Redemption Payment Date”)redemption, which date shall be ten (10) business days after the date exclusive of the Notice of Redemption (the “Redemption Period”). On interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Date, discounted to the Redemption Amount must be paid in good funds Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), using a rate equal to the HolderTreasury Rate plus 20 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) or (ii), accrued interest thereon to, but not including, the Redemption Date. In Notwithstanding the event 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 Company fails 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 Amount 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 by the Trustee by lot, on a pro-rata basis or 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. 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 hereinin the Indenture, then such Redemption Notice will shall be null and void. If any Notes issued pursuant set forth in an Officers’ Certificate of the Issuer delivered to the Purchase Agreement, Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in addition to this Note, are outstanding (collectivelythe Indenture, the “Outstanding Notes”) Notes called for redemption shall become due and the Company pursuant to this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders of Outstanding Notes payable on a pro rata basis based upon the Redemption Amount of each Outstanding NoteDate and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date.

Appears in 2 contracts

Sources: First Supplemental Indenture (Hewlett Packard Enterprise Co), First Supplemental Indenture (Juniper Networks Inc)

Optional Redemption. The Company Issuer may prepay this Note (“Optional Redemption”) by paying redeem the Notes in whole or in part, at its option, at any time or from time to time prior to maturity on at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder a sum of money equal to one hundred percent (100%) of the Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement or any other Related Agreement Notes (the “Redemption AmountDate”) outstanding on the Redemption Payment Date (as defined below). The Company shall deliver pursuant to the Holder a written notice of redemption following terms: At any time before November 10, 2025 (the “Notice of Redemption”) specifying the date for such Optional Redemption (the “Redemption Payment Par Call Date”), which date shall the redemption price will be ten equal to the greater of: (10i) business days 100% of the aggregate principal amount of the Notes to be redeemed; or (ii) the sum of the present values of the remaining scheduled payments of the principal thereof and interest thereon that would be due after the date related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of the Notice of Redemption (the “Redemption Period”). On interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Date, discounted to the Redemption Amount must be paid in good funds Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), using a discount rate equal to the HolderTreasury Rate plus 15 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) or (ii), accrued and unpaid interest thereon to, but not including, the Redemption Date. In At any time on or after the event Par Call Date, the Company fails Issuer may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid 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 Amount 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 15 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 hereinin the Indenture, then such Redemption Notice will shall be null and void. If any Notes issued pursuant set forth in an Officers’ Certificate of the Issuer delivered to the Purchase Agreement, Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in addition to this Note, are outstanding (collectivelythe Indenture, the “Outstanding Notes”) Notes called for redemption shall become due and the Company pursuant to this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders of Outstanding Notes payable on a pro rata basis based upon the Redemption Amount of each Outstanding NoteDate and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date.

Appears in 2 contracts

Sources: Seventh Supplemental Indenture (Hewlett Packard Enterprise Co), Seventh Supplemental Indenture (Juniper Networks Inc)

Optional Redemption. The Company may prepay this Note (“Optional Redemption”a) by paying At any time prior to the Holder Par Call Date, the Notes may be redeemed by the Company, in whole or in part, at the Company’s option, at a sum of money redemption price equal to one hundred percent the greater of: (i) 100%) % of the Principal Amount outstanding at such time together with principal amount of the Notes being redeemed plus accrued but and unpaid interest thereon and any and all other sums dueto, accrued or payable to the Holder arising under this Notebut excluding, the Purchase Agreement or Redemption Date; or (ii) the sum of the Remaining Scheduled Payments on such Notes being redeemed (not including any other Related Agreement portion of the payments of interest accrued as of the redemption date (the “Redemption Amount”) outstanding on the Redemption Payment Date (as defined below). The Company shall deliver to the Holder a written notice of redemption (the “Notice of Redemption”) specifying the date for such Optional Redemption (the “Redemption Payment Date”)), which date shall be ten discounted to its present value as of the Redemption Date on a semi-annual basis (10assuming a 360-day year consisting of twelve 30-day months) business days at the applicable Adjusted Treasury Rate, as determined by the Quotation Agent, plus 30 basis points, plus accrued and unpaid interest on the principal amount of such Notes being redeemed to, but excluding, the Redemption Date. (b) At any time on and after the date Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the Notice principal amount of Redemption (Notes to be redeemed, plus accrued and unpaid interest, if any, on the “Redemption Period”). On Notes to the Redemption Date (subject to the right of Holders of record on the relevant ant Record Date to receive interest due on the relevant Interest Payment Date). (c) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, the Redemption Amount must accrued and unpaid interest, if any, will be paid in good funds to the HolderPerson in whose name the Note is registered at the close of business on such Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. In On and after the event Redemption Date, interest will cease to accrue on Notes or portions thereof called for redemption. (d) If less than all of the Notes are to be redeemed, the Trustee shall authenticate for the Holder at the expense of the Company fails a new Note equal in principal amount to pay the Redemption Amount on unredeemed or unpurchased portion of the Redemption Payment Date Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. (e) In addition to the Company’s rights to redeem the Notes as set forth herein, then such Redemption Notice will be null and void. If any Notes issued pursuant to the Purchase Agreement, in addition to this Note, are outstanding (collectivelyabove, the “Outstanding Notes”) and Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Company pursuant to this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders of Outstanding Notes on a pro rata basis based upon the Redemption Amount of each Outstanding NoteIndenture.

Appears in 2 contracts

Sources: Indenture (Smithfield Foods Inc), Indenture (Smithfield Foods Inc)

Optional Redemption. The Company may prepay this Note at any time, in whole or in part, without penalty or premium. If within six (“Optional Redemption”6) by paying to months of the Holder a sum date of money equal to one hundred percent (100%) issue of this Note, the Company prepays in full the Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement or any other Related Agreement (collectively, the “Redemption Amount”), upon receipt in full of the Redemption Amount in good funds, the Holder will rebate to Company fifty percent (50%) outstanding of any fees it received from the Company on the Redemption Payment Date (as defined below)date of issue of this Note. The Company shall deliver to the Holder a written notice of redemption (the “Notice of Redemption”) specifying the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be within ten (10) business days after of the date of the Notice of Redemption (the “Redemption Period”). On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void. If any Notes issued pursuant to the Purchase Agreement, in addition to this Note, are outstanding (collectively, the “Outstanding Notes”) and the Company pursuant to this Section 1.3 1.4 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders of Outstanding Notes on a pro rata basis based upon the Redemption Amount of each Outstanding Note.

Appears in 2 contracts

Sources: Note Agreement (Micro Component Technology Inc), Note Agreement (Micro Component Technology Inc)

Optional Redemption. The Company At any time prior to July 1, 2020, the Issuer may prepay this Note (“Optional Redemption”) by paying redeem the Notes at its option, in whole or from time to time in part, at a redemption price equal to the Holder Redemption Price. At any time on or after July 1, 2020, the Notes will be redeemable at the option of the Issuer, in whole or from time to time in part, at a sum of money redemption price equal to one hundred percent (100%) % of the Principal Amount outstanding at such time together with principal amount of the Notes to be redeemed plus accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, Redemption Date. If notice of redemption has been given as provided in the Purchase Agreement or any other Related Agreement (Indenture and funds for the “Redemption Amount”) outstanding redemption of the Notes called for redemption shall have been made available on the Redemption Payment 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 defined below)shown in the Security Register for the Notes, not less than 30 days nor more than 60 days prior to the date fixed for redemption. The Company shall deliver 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. If all or less than all of the Holder a written Notes are to be redeemed at the option of the Issuer, the Issuer will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the “Notice Trustee) of Redemption”) specifying the date for aggregate principal amount of Notes to be redeemed and their Redemption Date. The Issuer shall give the Trustee notice of the Make-Whole Amount promptly after the calculation thereof and if the Issuer has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such Optional Redemption (notice from the “Redemption Payment Date”), which date Issuer shall be ten (10) business given to the Trustee at such time as shall permit the Trustee to include notice of the Make-Whole Amount in such notice of redemption. The Trustee shall have no responsibility for calculating the Make-Whole Amount. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days after prior to the date of the Notice of Redemption (the “Redemption Period”). On the Redemption Payment Dateredemption, the Redemption Amount must Notes to be paid redeemed in good funds part. Neither the Issuer nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the Holder. In the event the Company fails to pay the Redemption Amount close of business on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void. If day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Notes issued pursuant to the Purchase Agreement, in addition to this Note, are outstanding (collectivelyor portion thereof, called for redemption, except the “Outstanding Notes”) and the Company pursuant to this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders unredeemed portion of Outstanding Notes on a pro rata basis based upon the Redemption Amount of each Outstanding Noteany Note being redeemed in part.

Appears in 2 contracts

Sources: Supplemental Indenture (Liberty Property Limited Partnership), Supplemental Indenture (Liberty Property Limited Partnership)

Optional Redemption. The Company may prepay this Note (“Optional Redemption”a) by paying At any time prior to the Holder Par Call Date, the Notes may be redeemed by the Company, in whole or in part, at the Company’s option, at a sum of money redemption price equal to one hundred percent the greater of: (i) 100%) % of the Principal Amount outstanding at such time together with principal amount of the Notes being redeemed, plus accrued but and unpaid interest thereon and any and all other sums dueto, accrued or payable to the Holder arising under this Notebut excluding, the Purchase Agreement or Redemption Date; or (ii) the sum of the Remaining Scheduled Payments on such Notes being redeemed (not including any other Related Agreement portion of the payments of interest accrued as of the redemption date (the “Redemption Amount”) outstanding on the Redemption Payment Date (as defined below). The Company shall deliver to the Holder a written notice of redemption (the “Notice of Redemption”) specifying the date for such Optional Redemption (the “Redemption Payment Date”)), which date shall be ten discounted to its present value as of the Redemption Date on a semi-annual basis (10assuming a 360-day year consisting of twelve 30-day months) business days at the Adjusted Treasury Rate, as determined by the Quotation Agent, plus 40 basis points, plus accrued and unpaid interest on the principal amount of such Notes being redeemed to, but excluding, the Redemption Date. (b) At any time on or after the date Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the Notice principal amount of Redemption (Notes to be redeemed, plus accrued and unpaid interest, if any, on the “Redemption Period”). On Notes to, but excluding, the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (c) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, the Redemption Amount must accrued and unpaid interest, if any, will be paid in good funds to the HolderPerson in whose name the Note is registered at the close of business on such Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. In the event the Company fails to pay On and after the Redemption Amount Date, interest will cease to accrue on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void. If any Notes issued pursuant to the Purchase Agreement, in addition to this Note, are outstanding (collectively, the “Outstanding Notes”) and the Company pursuant to this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders of Outstanding Notes on a pro rata basis based upon the Redemption Amount of each Outstanding Noteor portions thereof called for redemption.

Appears in 2 contracts

Sources: Indenture (Smithfield Foods Inc), Indenture (Smithfield Foods Inc)

Optional Redemption. The Company may prepay Commencing on the original Issue Date of this Note, the Borrower will have the option of prepaying the outstanding Principal amount of this Note (“Optional Redemption”) ), in whole or in part, by paying to the Holder a sum of money in cash equal to one hundred and twenty-five percent (100125%) of the Principal Amount outstanding at such time amount to be redeemed, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this NoteNote through the Redemption Payment Date, the Purchase Agreement or any other Related Agreement as defined below (the “Redemption Amount”) outstanding on the Redemption Payment Date (as defined below). The Company shall deliver ▇▇▇▇▇▇▇▇’s election to the Holder a written exercise its right to prepay must be by notice of redemption in writing (the “Notice of Redemption”) specifying ). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be ten a date certain not sooner than thirty (1030) business days Trading Days after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption, if given, may be given on the first Trading Day following ten (10) consecutive Trading Days (the “Lookback Period”) during which all of the Equity Conditions have been in effect. A Notice of Redemption shall not be effective with respect to any portion of the Principal Amount or interest for which the Holder has previously delivered an election to convert, or for conversions initiated or made by the Holder during the Redemption Period. A Notice of Redemption may be given only in connection with an amount of Common Stock that would not exceed the Beneficial Ownership Limitation. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount must against which the Holder has permissibly exercised its conversion rights, shall be paid in good funds to the Holder. If during the Redemption Period, Borrower announces or engages in a Fundamental Transaction, the Holder may elect, at Holder’s option, to exercise its rights under Section 5(d) herein. In the event the Company Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption Notice will be null and void, and (ii) Borrower will have no right to deliver another Notice of Redemption. If any Notes issued pursuant In the event the Equity Conditions cease to be in effect prior to the Purchase Agreement, in addition to this Note, are outstanding (collectivelypayment of the Redemption Amount, the “Outstanding Notes”) and Holder may cancel the Company pursuant to this Section 1.3 elects to make an Optional Notice of Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders of Outstanding Notes on a pro rata basis based upon the Redemption Amount of each Outstanding Note.

Appears in 2 contracts

Sources: Convertible Security Agreement (iHookup Social, Inc.), Convertible Security Agreement (iHookup Social, Inc.)

Optional Redemption. The Company may prepay this will have the option of redeeming the Note and Put Notes ("Optional Redemption") by paying to the Holder Subscriber a sum of money equal to one hundred percent (100%) determined by multiplying the principal amount of the Principal Amount outstanding at such time Note or Put Note by 130% together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement or any other Related Agreement (the “"Redemption Amount") outstanding on the Redemption Payment Date (as defined below). The Company shall deliver to the Holder a written day notice of redemption (the “"Notice of Redemption) specifying is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note or Put Note for which notice of conversion has been given by the date for such Optional Redemption Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within three (the “Redemption Payment Date”), which date shall be ten (103) business days after receipt of a Notice of Redemption to give the date Company Notice of Conversion in connection with some or all of the Note and Put Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption (must be accompanied by a certificate signed by the “Redemption Period”). On chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Payment Date, the Amount. The Redemption Amount must be paid in good funds to the HolderSubscriber no later than the sixth business day after the Redemption Date. In the event the Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth hereinby such date, then such the Redemption Notice will be null and void. If any Notes issued pursuant to the Purchase Agreement, in addition to this Note, are outstanding (collectively, the “Outstanding Notes”) void and the Company pursuant will thereafter have no further right to this Section 1.3 elects to make effect an Optional Redemption, then . Such failure will also be deemed an Event of Default under the Company shall take the same action with respect to all Outstanding Notes Note and make such payments Put Note. Any Notice of Redemption must be given to all holders of Outstanding Notes and Put Notes issued in connection with the Initial Offering, in proportion to their holdings of Note and Put Note principal on a pro rata basis based Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note and Put Note principal are included in a registration statement effective as of the Redemption Amount Date and the average closing price of each Outstanding Notethe common stock on the Principal Market for the twenty-two (22) consecutive trading days prior to the Redemption Date is not less than 300% of the Conversion Price in effect on the Redemption Date and the daily trading volume during such period is not less than 600,000 Common Shares per day. Only one Notice of Redemption may be given to the Subscriber.

Appears in 2 contracts

Sources: Subscription Agreement (Cambio Inc), Subscription Agreement (Telynx Inc)

Optional Redemption. The Company may prepay this Note (“Optional Redemption”) by paying to Securities are redeemable, at the Holder a sum of money equal to one hundred percent (100%) option of the Principal Amount outstanding Company, at any time prior to maturity in whole or from time to time in part, on a date fixed by the Company for such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement or any other Related Agreement redemption (the “Redemption AmountDate”) outstanding and at a price (the “Redemption Price”) equal to 100% of the principal amount thereof plus accrued and unpaid interest up to but not including the Redemption Date plus a premium (the “Make-Whole Premium”), if any is required to be paid pursuant to the immediately following paragraph. However, if the Redemption Date is after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the interest will be paid on the Redemption Date to the person in whose name the Securities are registered at the close of business on the Regular Record Date and not included in the Redemption Price. The Redemption Price will never be less than 100% of the principal amount of the Securities plus accrued and unpaid interest up to but not including the Redemption Date. The Company will calculate the Make-Whole Premium, if any, in good faith, applying the Treasury Rate determined as set forth in the definition thereof. The amount of the Make-Whole Premium is equal to the excess, if any, of: (i) the sum of the present values, calculated as of the Redemption Date, of: (A) the remaining scheduled payments of interest on the Securities to be redeemed that would be due after the Redemption Date but for such redemption (except that, if such Redemption Date is not an Interest Payment Date, the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued thereon to the Redemption Date); and (B) the principal amount that, but for the redemption, would have been payable at the Stated Maturity; over (ii) the aggregate principal amount of the Securities being redeemed. The present values of interest and principal payments referred to in clause (i) above will be determined in accordance with generally accepted principles of financial analysis. Those present values will be calculated by discounting the amount of each payment of interest or principal from the date that each payment would have been payable, but for the redemption, to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the Treasury Rate (as defined below). The Company shall deliver to the Holder a written notice of redemption (the “Notice of Redemption”) specifying the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be ten (10) business days after the date of the Notice of Redemption (the “Redemption Period”). On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void. If any Notes issued pursuant to the Purchase Agreement, in addition to this Note, are outstanding (collectively, the “Outstanding Notes”) and the Company pursuant to this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders of Outstanding Notes on a pro rata plus 50 basis based upon the Redemption Amount of each Outstanding Notepoints.

Appears in 2 contracts

Sources: Fifth Supplemental Indenture (Transocean Ltd.), Fourth Supplemental Indenture (Transocean Ltd.)

Optional Redemption. The Company may prepay this Note may, at its option, at any time and from time to time, and so long as the Optional Redemption Conditions are satisfied on the Optional Redemption Notice Date and each Trading Day of the Optional Redemption Period, deliver a written notice (a “Optional RedemptionRedemption Notice” and the date that such Optional Redemption Notice is delivered the “Optional Redemption Notice Date”) by paying to the Holder a sum of money its election (which may be made contingent on the consummation of any other transaction, but which is otherwise irrevocable) to redeem all, but not less than all, of the Notes for an amount in cash equal to one hundred percent (100%) of the Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement or any other Related Agreement (the “Redemption Amount”) outstanding on the Redemption Payment Date (as defined below). The Company shall deliver to the Holder a written notice of redemption (the “Notice of Redemption”) specifying the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be ten (10) business days after the date of the Notice of Redemption (the “Redemption Period”). On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Company fails to pay the Early Redemption Amount on the Redemption Payment Date as set forth herein, then such date that is 20 Trading Days after the Optional Redemption Notice will be null Date (such 20 Trading Day period the “Optional Redemption Period” and void. If any Notes issued pursuant to such date of payment specified by the Purchase Agreement, in addition to this Note, are outstanding (collectivelyCompany, the “Outstanding NotesOptional Redemption Date) and ). The Optional Redemption Notice shall include a certification that the Company pursuant Optional Redemption Conditions are satisfied. On the Optional Redemption Date, subject to this Section 1.3 elects to make an the consummation of any other transaction on which the Optional RedemptionRedemption Notice was made contingent, then the Company shall take deliver an amount in cash to the same action with respect Holder equal to all Outstanding Notes and make such payments to all holders of Outstanding Notes on a pro rata basis based upon the Early Redemption Amount by wire transfer of each Outstanding Noteimmediately available funds. Notwithstanding the foregoing, if on any Trading Day during the Optional Redemption Period any of the Optional Redemption Conditions is not satisfied, the Holder may, at its option, send a written notice to the Company voiding the Optional Redemption Notice ab initio. For the avoidance of doubt, the Company shall honor all Notices of Conversion delivered at any time, and from time to time, during the Optional Redemption Notice Period.

Appears in 2 contracts

Sources: Convertible Security Agreement (Nvni Group LTD), Convertible Security Agreement (Nvni Group LTD)

Optional Redemption. The Company may prepay this Note (“Optional Redemption”) by paying to Senior Notes will be redeemable, at the Holder a sum of money equal to one hundred percent (100%) option of the Principal Amount outstanding Company, in whole at such any time together with accrued but unpaid interest thereon and any and all other sums dueor in part from time to time (a “Redemption Date”), accrued or payable to the Holder arising under this Note, the Purchase Agreement or any other Related Agreement at a redemption price (the “Redemption AmountPrice”) outstanding equal to the greater of (i) 100% of the principal amount of the Senior Notes to be redeemed or (ii) an amount equal to the sum of the present values of the remaining scheduled payments of principal and interest on the Senior Notes to be redeemed, not including any portion of the payments of interest accrued as of such Redemption Date, discounted to such Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 20 basis points, as calculated by an Independent Investment Banker; plus in each case, accrued and unpaid interest on the Senior Notes to be redeemed to, but excluding, such Redemption Date. If the Company has given notice as provided in the Original Indenture and made funds available for the redemption of any Senior Notes called for redemption on the Redemption Payment Date (referred to in that notice, those Senior Notes will cease to bear interest on that Redemption Date. Any interest accrued to the date fixed for redemption will be paid as defined below)specified in such notice. The Company shall deliver to the Holder a will give written notice of any redemption (of any Senior Notes to Holders of the “Notice of Redemption”) specifying Senior Notes to be redeemed at their addresses, as shown in the Security Register for the Senior Notes, at least 30 days and not more than 60 days prior to the date fixed for such Optional Redemption (redemption. The notice of redemption will specify, among other items, the “Redemption Payment Date”)date fixed for redemption, which date the redemption price and the aggregate principal amount of the Senior Notes to be redeemed. If the Company chooses to redeem less than all of the Senior Notes, the particular Senior Notes to be redeemed shall be ten (10) business selected by the Trustee not more than 45 days after the date of the Notice of Redemption (the “Redemption Period”). On prior to the Redemption Payment Date, . The Trustee will select the Redemption Amount must be paid method in good funds to the Holder. In the event the Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void. If any Notes issued pursuant to the Purchase Agreementits sole discretion, in addition such manner as it shall deem appropriate and fair, for the Senior Notes to this Note, are outstanding (collectively, the “Outstanding Notes”) and the Company pursuant to this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders of Outstanding Notes on a pro rata basis based upon the Redemption Amount of each Outstanding Notebe redeemed in part.

Appears in 2 contracts

Sources: Fifth Supplemental Indenture (Principal Financial Group Inc), Senior Notes Indenture (Principal Financial Group Inc)

Optional Redemption. The Company may prepay this Note will have the option of redeeming any outstanding Notes ("Optional Redemption") by paying to the Holder Subscriber a sum of money equal to one hundred percent (100%) 125% of the Principal Amount outstanding at such time principal amount of the portion of the Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder Subscriber arising under this NoteSubscription Agreement, the Purchase Agreement Note or any other Related Agreement document delivered herewith (the “"Redemption Amount") outstanding on the Redemption Payment Date (as defined below). The Company shall deliver to the Holder a written day notice of redemption (the “"Notice of Redemption) specifying the date for such Optional is given to a Subscriber ("Redemption Date"). The Subscriber may elect within five (the “Redemption Payment Date”), which date shall be ten (105) business days after receipt of a Notice of Redemption to give the date Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption (must be accompanied by a certificate signed by the “Redemption Period”). On chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Payment Date, the Amount. The Redemption Amount must be paid in good funds to the HolderSubscriber not later than the fifth (5th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount on by the Optional Redemption Payment Date as set forth hereinDate, then such the Redemption Notice will be null and void. If any Notes issued pursuant to the Purchase Agreement, in addition to this Note, are outstanding (collectively, the “Outstanding Notes”) void and the Company pursuant will thereafter have no further right to this Section 1.3 elects to make effect an Optional Redemption, then and at the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders of Outstanding Notes on a pro rata basis based upon Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of each Outstanding Default under the Note. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Note proceeds may not be used to effect an Optional Redemption.

Appears in 2 contracts

Sources: Subscription Agreement (Bravo Foods International Corp), Subscription Agreement (Bravo Foods International Corp)

Optional Redemption. (a) The Company may prepay provisions of Article XI of the Base Indenture, as supplemented by the provisions of this Note (“Optional Redemption”) by paying Supplemental Indenture, shall apply to the Notes. (b) At any time and from time to time, the Notes shall be redeemable, as a whole or in part, at the Company’s option, on at least 30 days, but not more than 60 days, prior notice mailed to the registered address of each Holder of the Notes to be redeemed, at a Redemption Price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed, or (ii) as determined by the Quotation Agent, the sum of money equal to one hundred percent (100%) the present values of the Principal Amount outstanding remaining scheduled payments of interest and principal thereon (exclusive of interest accrued and unpaid to, but not including, the Redemption Date) discounted to the Redemption Date on a semiannual basis, assuming a 360-day year consisting of twelve 30-day months, at such time together with the Treasury Rate plus 25 basis points, plus, in either case, accrued but and unpaid interest thereon and any and all other sums dueto, accrued or payable to the Holder arising under this Notebut not including, the Purchase Agreement Redemption Date for such Notes; provided, however, if the Redemption Date is after a Regular Record Date and on or any other Related Agreement (the “Redemption Amount”) outstanding prior to a corresponding Interest Payment Date, such accrued and unpaid interest will be paid on the Redemption Payment Date to the holder of record on the Regular Record Date. (as defined below)c) On and 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. The On or before the Redemption Date for the Notes, the Company shall deliver deposit with the Trustee or a Paying Agent, funds sufficient to pay the Holder 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 deems fair and appropriate; provided, however, that in no event, shall Notes of a written notice principal amount of redemption $1,000 or less be redeemed in part. (the “d) Notice of Redemption”) specifying the date for such Optional Redemption (the “Redemption Payment Date”), which date any redemption shall be ten (10) business mailed at least 30 days after 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 15 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), 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 (redemption having been given as provided in the “Redemption Period”). On Indenture, the Notes called for redemption shall become due and payable on the Redemption Payment DateDate and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption Amount must be paid in good funds to the Holder. In the event the Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void. If any Notes issued pursuant to the Purchase Agreement, in addition to this Note, are outstanding (collectively, the “Outstanding Notes”) and the Company pursuant to this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders of Outstanding Notes on a pro rata basis based upon the Redemption Amount of each Outstanding NoteDate.

Appears in 2 contracts

Sources: Second Supplemental Indenture (Schwab Charles Corp), Second Supplemental Indenture (Schwab Charles Corp)

Optional Redemption. The Company may prepay this Note (“Optional Redemption”a) by paying At any time prior to the Holder Par Call Date, the Notes may be redeemed by the Company, in whole or in part, at the Company’s option, at a sum of money redemption price equal to one hundred percent the greater of: (i) 100%) % of the Principal Amount outstanding at such time together with principal amount of the Notes being redeemed plus accrued but and unpaid interest thereon and any and all other sums dueto, accrued or payable to the Holder arising under this Notebut excluding, the Purchase Agreement or Redemption Date; or (ii) the sum of the Remaining Scheduled Payments on such Notes being redeemed (not including any other Related Agreement portion of the payments of interest accrued as of the redemption date (the “Redemption Amount”) outstanding on the Redemption Payment Date (as defined below). The Company shall deliver to the Holder a written notice of redemption (the “Notice of Redemption”) specifying the date for such Optional Redemption (the “Redemption Payment Date”)), which date shall be ten discounted to its present value as of the Redemption Date on a semi-annual basis (10assuming a 360-day year consisting of twelve 30-day months) business days at the Adjusted Treasury Rate, as determined by the Quotation Agent, plus 30 basis points, plus accrued and unpaid interest on the principal amount of such Notes being redeemed to, but excluding, the Redemption Date. (b) At any time on and after the date Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the Notice principal amount of Redemption (Notes to be redeemed, plus accrued and unpaid interest, if any, on the “Redemption Period”). On Notes to the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (c) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, the Redemption Amount must accrued and unpaid interest, if any, will be paid in good funds to the HolderPerson in whose name the Note is registered at the close of business on such Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. In the event the Company fails to pay On and after the Redemption Amount Date, interest will cease to accrue on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void. If any Notes issued pursuant to the Purchase Agreement, in addition to this Note, are outstanding (collectively, the “Outstanding Notes”) and the Company pursuant to this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders of Outstanding Notes on a pro rata basis based upon the Redemption Amount of each Outstanding Noteor portions thereof called for redemption.

Appears in 2 contracts

Sources: Indenture (Smithfield Foods Inc), Indenture (Smithfield Foods Inc)

Optional Redemption. The Company may prepay (a) Subject to Section 1.02 hereof, the provisions of Article 11 of the Base Indenture, as supplemented by the provisions of this Note (“Optional Redemption”) by paying Sixth Supplemental Indenture, shall apply to the Holder Notes. (b) At any time before the Par Call Date, Notes shall be redeemable, in whole or in part, at the Company’s option, at a Redemption Price equal to the greater of (i) 100% of the aggregate principal amount of the Notes to be redeemed or (ii) the sum of money the present values of the Remaining Scheduled Payments, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to one hundred percent the Treasury Rate plus 35 basis points, plus, in the case of each of clause (100%i) of the Principal Amount outstanding at such time together with or (ii), accrued but and unpaid interest thereon and any and all other sums dueto, accrued or payable to the Holder arising under this Note, the Purchase Agreement or any other Related Agreement (the “Redemption Amount”) outstanding on the Redemption Payment Date (as defined below). The Company shall deliver to the Holder a written notice of redemption (the “Notice of Redemption”) specifying the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be ten (10) business days after the date of the Notice of Redemption (the “Redemption Period”). On the Redemption Payment Datebut not including, the Redemption Amount must Date for such Notes. (c) At any time on or after the Par Call Date, Notes shall be paid redeemable, in good funds whole or in part, at the Company’s election, at a Redemption Price equal to 100% of the Holder. In aggregate principal amount of the event Notes to be redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date for such Notes. (d) On and after any Redemption Date for the Notes, interest will cease to accrue on Notes or any portion thereof called for redemption, unless the Company fails defaults in the payment of the Redemption Price and accrued interest, if any. On or before the relevant Redemption Date for the Notes, the Company shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Amount Price of the Notes to be redeemed on such 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. (e) Notice of any redemption shall be electronically delivered or mailed at least 15 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) or (c) of this Section 4.01, as applicable, 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 Payment Date as set forth hereinand at the applicable Redemption Price, then such Redemption Notice will be null plus accrued and void. If any Notes issued pursuant to the Purchase Agreementunpaid interest, in addition to this Noteif any, are outstanding (collectivelyto, but not including, the “Outstanding Notes”) and the Company pursuant to this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders of Outstanding Notes on a pro rata basis based upon the Redemption Amount of each Outstanding NoteDate.

Appears in 2 contracts

Sources: Sixth Supplemental Indenture (Hewlett Packard Enterprise Co), Senior Notes Indenture (Juniper Networks Inc)

Optional Redemption. The At any time prior to March 15, 2022, the Company may prepay this Note (“Optional Redemption”) by paying redeem the Notes at its option, in whole or from time to time in part, at a redemption price equal to the Holder Redemption Price. At any time on or after March 15, 2022, the Notes will be redeemable at the option of the Company, in whole or from time to time in part, at a sum of money redemption price equal to one hundred percent 100% of the principal amount of the Notes to be redeemed plus accrued interest thereon to the Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the 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 less than 30 days nor more than 60 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. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (100%or such shorter period as is satisfactory to the Trustee) of the Principal Amount outstanding at such time together with accrued but unpaid interest thereon aggregate principal amount of Notes to be redeemed and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement or any other Related Agreement (the “their Redemption Amount”) outstanding on the Redemption Payment Date (as defined below)Date. The Company shall deliver give the Trustee notice of the Make-Whole Amount promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holder a written Holders the notice of redemption (required by Section 1104 of the “Notice of Redemption”) specifying Base Indenture, such notice from the date for such Optional Redemption (the “Redemption Payment Date”), which date Company shall be ten (10) business given to the Trustee at such time as shall permit the Trustee to include notice of the Make-Whole Amount in such notice of redemption. The Trustee shall have no responsibility for calculating the Make-Whole Amount. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days after prior to the date of the Notice of Redemption (the “Redemption Period”). On the Redemption Payment Dateredemption, the Redemption Amount must Notes to be paid redeemed in good funds to the Holderpart. In the event Neither the Company fails nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to pay be redeemed and ending at the Redemption Amount close of business on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void. If day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Notes issued pursuant to the Purchase Agreement, in addition to this Note, are outstanding (collectivelyor portion thereof, called for redemption, except the “Outstanding Notes”) and the Company pursuant to this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders unredeemed portion of Outstanding Notes on a pro rata basis based upon the Redemption Amount of each Outstanding Noteany Note being redeemed in part.

Appears in 2 contracts

Sources: Supplemental Indenture (Liberty Property Limited Partnership), Supplemental Indenture (Liberty Property Limited Partnership)

Optional Redemption. The Company may prepay this Note (“Optional Redemption”a) by paying At any time prior to the Holder Par Call Date, the Notes may be redeemed by the Company, in whole or in part, at the Company’s option, at a sum of money redemption price equal to one hundred percent the greater of: (i) 100%) % of the Principal Amount outstanding at such time together with principal amount of the Notes being redeemed plus accrued but and unpaid interest thereon and any and all other sums dueto, accrued or payable to the Holder arising under this Notebut excluding, the Purchase Agreement or Redemption Date; or (ii) the sum of the Remaining Scheduled Payments on such Notes being redeemed (not including any other Related Agreement portion of the payments of interest accrued as of the redemption date (the “Redemption Amount”) outstanding on the Redemption Payment Date (as defined below). The Company shall deliver to the Holder a written notice of redemption (the “Notice of Redemption”) specifying the date for such Optional Redemption (the “Redemption Payment Date”)), which date shall be ten discounted to its present value as of the Redemption Date on a semi-annual basis (10assuming a 360-day year consisting of twelve 30-day months) business days at the applicable Adjusted Treasury Rate, as determined by the Quotation Agent, plus 40 basis points, plus accrued and unpaid interest on the principal amount of such Notes being redeemed to, but excluding, the Redemption Date. (b) At any time on or after the date Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the Notice principal amount of Redemption (Notes to be redeemed, plus accrued and unpaid interest, if any, on the “Redemption Period”). On Notes to, but excluding, the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (c) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, the Redemption Amount must accrued and unpaid interest, if any, will be paid in good funds to the HolderPerson in whose name the Note is registered at the close of business on such Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. In On and after the event Redemption Date, interest will cease to accrue on Notes or portions thereof called for redemption. (d) If less than all of the Notes are to be redeemed, the Trustee shall authenticate for the Holder at the expense of the Company fails a new Note equal in principal amount to pay the Redemption Amount on unredeemed or unpurchased portion of the Redemption Payment Date Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. (e) In addition to the Company’s rights to redeem the Notes as set forth herein, then such Redemption Notice will be null and void. If any Notes issued pursuant to the Purchase Agreement, in addition to this Note, are outstanding (collectivelyabove, the “Outstanding Notes”) and Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Company pursuant to this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders of Outstanding Notes on a pro rata basis based upon the Redemption Amount of each Outstanding NoteIndenture.

Appears in 2 contracts

Sources: Indenture (Smithfield Foods Inc), Indenture (Smithfield Foods Inc)

Optional Redemption. The Company This Note may prepay this Note (“Optional Redemption”) by paying be redeemed in whole or in part upon not less than 30 nor more than 60 days' notice, at any time and from time to time prior to the Holder a sum of money equal to one hundred percent (100%) Stated Maturity, at the option of the Principal Amount outstanding Company at such time together with the redemption price of $1,000 per $1,000 principal amount of Notes, plus any interest accrued but not paid prior to (but not including) the Optional Redemption Date, if both of the following have occurred: (i) payment in full by the Company of the Non-Convertible Notes including without limitation, accrued but unpaid interest, pre-payment penalties, fees or other expenses due thereunder and (ii) the New Conversion Rights Date. Unless the Company defaults in the payment of the Redemption Price, interest thereon and any and will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. If fewer than all other sums due, accrued or payable the Notes are to the Holder arising under this Notebe redeemed, the Purchase Agreement or any other Related Agreement (Trustee shall select the “Redemption Amount”) particular Notes to be redeemed from the outstanding on Notes by the Redemption Payment Date (methods as defined below). The Company shall deliver to provided in the Holder a written notice of redemption (the “Notice of Redemption”) specifying the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be ten (10) business days after the date of the Notice of Redemption (the “Redemption Period”). On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and voidIndenture. If any Notes issued pursuant to Note selected for partial redemption is converted in part before termination of the Purchase Agreement, in addition to this Note, are outstanding (collectively, the “Outstanding Notes”) and the Company pursuant to this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action conversion right with respect to all Outstanding the portion of the Note so selected, the converted portion of such Note shall be deemed to be the portion selected for redemption (provided, however, that the Holder of such Note so converted and deemed redeemed shall not be entitled to any additional interest payment as a result of such deemed redemption than such Holder would have otherwise been entitled to receive upon conversion of such Note). Notes which have been converted during a selection of Notes to be redeemed may be treated by the Trustee as outstanding for the purpose of such selection. On and make such payments to all holders of Outstanding Notes on a pro rata basis based upon after the Redemption Amount Date, interest ceases to accrue on Notes or portions of each Outstanding NoteNotes called for redemption, unless the Company defaults in the payment of the Redemption Price and accrued and unpaid interest. Notice of redemption will be given by the Company to the Holders as provided in the Indenture.

Appears in 2 contracts

Sources: Indenture (PRG Schultz International Inc), Indenture (PRG Schultz International Inc)

Optional Redemption. The Company Issuer may prepay this Note (“Optional Redemption”) by paying redeem the Notes in whole or in part, at its option, at any time or from time to time prior to maturity on at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder a sum of money equal to one hundred percent (100%) of the Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement or any other Related Agreement Notes (the “Redemption AmountDate”) outstanding on the Redemption Payment Date (as defined below). The Company shall deliver pursuant to the Holder a written notice of redemption following terms: At any time before May 15, 2029 (the “Notice of Redemption”) specifying the date for such Optional Redemption (the “Redemption Payment Par Call Date”), which date shall the redemption price will be ten equal to the greater of: (10i) business days 100% of the aggregate principal amount of the Notes to be redeemed; or (ii) the sum of the present values of the remaining scheduled payments of the principal thereof and interest thereon that would be due after the date related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of the Notice of Redemption (the “Redemption Period”). On interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Date, discounted to the Redemption Amount must be paid in good funds Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), using a discount rate equal to the HolderTreasury Rate plus 35 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) or (ii), accrued and unpaid interest thereon to, but not including, the Redemption Date. In At any time on or after the event Par Call Date, the Company fails Issuer may redeem Notes, in whole or in part, at a redemption price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid 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 Amount 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 15 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 hereinin the Indenture, then such Redemption Notice will shall be null and void. If any Notes issued pursuant set forth in an Officers’ Certificate of the Issuer delivered to the Purchase Agreement, Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in addition to this Note, are outstanding (collectivelythe Indenture, the “Outstanding Notes”) Notes called for redemption shall become due and the Company pursuant to this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders of Outstanding Notes payable on a pro rata basis based upon the Redemption Amount of each Outstanding NoteDate and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date.

Appears in 2 contracts

Sources: Sixth Supplemental Indenture (Hewlett Packard Enterprise Co), Senior Notes Indenture (Juniper Networks Inc)

Optional Redemption. The Company may prepay this Note (“Optional Redemption”a) by paying At any time prior to the Holder Par Call Date, the Notes may be redeemed by the Company, in whole or in part, at the Company’s option, at a sum of money redemption price equal to one hundred percent the greater of: (i) 100%) % of the Principal Amount outstanding at such time together with principal amount of the Notes being redeemed plus accrued but and unpaid interest thereon and any and all other sums dueto, accrued or payable to the Holder arising under this Notebut excluding, the Purchase Agreement or Redemption Date; or (ii) the sum of the Remaining Scheduled Payments on such Notes being redeemed (not including any other Related Agreement portion of the payments of interest accrued as of the redemption date (the “Redemption Amount”) outstanding on the Redemption Payment Date (as defined below). The Company shall deliver to the Holder a written notice of redemption (the “Notice of Redemption”) specifying the date for such Optional Redemption (the “Redemption Payment Date”)), which date shall be ten discounted to its present value as of the Redemption Date on a semi-annual basis (10assuming a 360-day year consisting of twelve 30-day months) business days at the Adjusted Treasury Rate, as determined by the Quotation Agent, plus 40 basis points, plus accrued and unpaid interest on the principal amount of such Notes being redeemed to, but excluding, the Redemption Date. (b) At any time on or after the date Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the Notice principal amount of Redemption (Notes to be redeemed, plus accrued and unpaid interest, if any, on the “Redemption Period”). On Notes to, but excluding, the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (c) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, the Redemption Amount must accrued and unpaid interest, if any, will be paid in good funds to the HolderPerson in whose name the Note is registered at the close of business on such Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. In On and after the event Redemption Date, interest will cease to accrue on Notes or portions thereof called for redemption. (d) If less than all of the Notes are to be redeemed, the Trustee shall authenticate for the Holder at the expense of the Company fails a new Note equal in principal amount to pay the Redemption Amount on unredeemed or unpurchased portion of the Redemption Payment Date Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. (e) In addition to the Company’s rights to redeem the Notes as set forth herein, then such Redemption Notice will be null and void. If any Notes issued pursuant to the Purchase Agreement, in addition to this Note, are outstanding (collectivelyabove, the “Outstanding Notes”) and Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Company pursuant to this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders of Outstanding Notes on a pro rata basis based upon the Redemption Amount of each Outstanding NoteIndenture.

Appears in 2 contracts

Sources: Indenture (Smithfield Foods Inc), Indenture (Smithfield Foods Inc)

Optional Redemption. The Company may prepay this Note (“Optional Redemption”a) by paying At any time prior to the Holder Par Call Date, the Notes may be redeemed by the Company, in whole or in part, at the Company’s option, at a sum of money redemption price equal to one hundred percent the greater of: (i) 100%) % of the Principal Amount outstanding at such time together with principal amount of the Notes being redeemed plus accrued but and unpaid interest thereon and any and all other sums dueto, accrued or payable to the Holder arising under this Notebut excluding, the Purchase Agreement or Redemption Date; or (ii) the sum of the Remaining Scheduled Payments on such Notes being redeemed (not including any other Related Agreement portion of the payments of interest accrued as of the redemption date (the “Redemption Amount”) outstanding on the Redemption Payment Date (as defined below). The Company shall deliver to the Holder a written notice of redemption (the “Notice of Redemption”) specifying the date for such Optional Redemption (the “Redemption Payment Date”)), which date shall be ten discounted to its present value as of the Redemption Date on a semi-annual basis (10assuming a 360-day year consisting of twelve 30-day months) business days at the Adjusted Treasury Rate, as determined by the Quotation Agent, plus 25 basis points, plus accrued and unpaid interest on the principal amount of such Notes being redeemed to, but excluding, the Redemption Date. (b) At any time on or after the date Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the Notice principal amount of Redemption (Notes to be redeemed, plus accrued and unpaid interest, if any, on the “Redemption Period”). On Notes to, but excluding, the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (c) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, the Redemption Amount must accrued and unpaid interest, if any, will be paid in good funds to the HolderPerson in whose name the Note is registered at the close of business on such Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. In On and after the event Redemption Date, interest will cease to accrue on Notes or portions thereof called for redemption. (d) If less than all of the Notes are to be redeemed, the Trustee shall authenticate for the Holder at the expense of the Company fails a new Note equal in principal amount to pay the Redemption Amount on unredeemed or unpurchased portion of the Redemption Payment Date Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. (e) In addition to the Company’s rights to redeem the Notes as set forth herein, then such Redemption Notice will be null and void. If any Notes issued pursuant to the Purchase Agreement, in addition to this Note, are outstanding (collectivelyabove, the “Outstanding Notes”) and Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Company pursuant to this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders of Outstanding Notes on a pro rata basis based upon the Redemption Amount of each Outstanding NoteIndenture.

Appears in 2 contracts

Sources: Indenture (Smithfield Foods Inc), Indenture (Smithfield Foods Inc)

Optional Redemption. The Company Issuer may prepay this Note (“Optional Redemption”) by paying redeem all or, from time to time, a part of the Notes, at its option, at redemption prices equal to 100% of the principal amount of the Notes being redeemed plus accrued interest, if any, to the Holder a redemption date, plus the excess of: (a) as determined by the calculation agent (which shall initially be the Trustee), the sum of money equal to one hundred percent (100%) the present values of the Principal Amount outstanding at such time together with accrued but unpaid remaining scheduled payments of principal and interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement or any other Related Agreement (the “Redemption Amount”) outstanding on the Redemption Payment Date (as defined below). The Company shall deliver to the Holder a written notice Notes being redeemed not including any portion of redemption (the “Notice such payment of Redemption”) specifying the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be ten (10) business days after interest accrued on the date of redemption, from the Notice redemption date to the maturity date, discounted to the redemption date on a semi-annual basis A-7 (assuming a 360-day year consisting of Redemption twelve 30-day months) at the Treasury Rate plus 50 basis points; over (b) 100% of the “Redemption Period”)principal amount of the Notes being redeemed. On If the Redemption Payment Dateoptional redemption date is on or after an interest record date and on or before the related interest payment date, the Redemption Amount must accrued and unpaid interest, if any, will be paid in good funds to the HolderPerson in whose name the Note is registered at the close of business on such record date, and no additional interest will be payable to beneficial Holders whose Notes will be subject to redemption by the Issuer. In the event case of any partial redemption, the Company fails to pay Trustee will select the Redemption Amount Notes for redemption in compliance with the requirements of the principal securities exchange, if any, on which the Redemption Payment Date as set forth hereinNotes are listed or, if the Notes are not listed, then such Redemption Notice will be null and void. If any Notes issued pursuant to the Purchase Agreement, in addition to this Note, are outstanding (collectively, the “Outstanding Notes”) and the Company pursuant to this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders of Outstanding Notes on a pro rata basis based basis, by lot or by such other method as the Trustee in its sole discretion will deem to be fair and appropriate, although no Note of $2,000 in original principal amount or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption relating to that Note will state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued and delivered to the Trustee, or in the case of Definitive Notes, issued in the name of the Holder thereof upon cancellation of the Redemption Amount of each Outstanding original Note.

Appears in 2 contracts

Sources: Indenture (Fresenius Medical Care AG & Co. KGaA), Indenture (Fresenius Medical Care AG & Co. KGaA)

Optional Redemption. The Company may prepay Commencing six (6) months after the original Issue Date of this Note, the Borrower will have the option of prepaying the outstanding Principal amount of this Note (“Optional Redemption”) ), in whole or in part, by paying to the Holder a sum of money in cash equal to one hundred percent (100%) of the Principal Amount outstanding at such time amount to be redeemed, together with accrued but unpaid interest thereon thereon, if any, and any and all other sums due, accrued or payable to the Holder arising under this NoteNote through the Redemption Payment Date, the Purchase Agreement or any other Related Agreement as defined below and 2.8986 shares of Common Stock for each $1.00 of Note principal amount being redeemed (the “Redemption Amount”) outstanding on the Redemption Payment Date (as defined below). The Company shall deliver B▇▇▇▇▇▇▇’s election to the Holder a written exercise its right to prepay must be by notice of redemption in writing (the “Notice of Redemption”) specifying ). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be ten a date certain not sooner than thirty (1030) business days Trading Days after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption, if given, may be given on the first Trading Day following twenty (20) consecutive Trading Days (the “Lookback Period”) during which all of the Equity Conditions have been in effect. A Notice of Redemption shall not be effective with respect to any portion of the Principal Amount for which the Holder has previously delivered an election to convert, or for conversions initiated or made by the Holder during the Redemption Period. A Notice of Redemption may be given only in connection with an amount of Common Stock that would not exceed the Beneficial Ownership Limitation. On the Redemption Payment Date, the Redemption Amount, less any cash portion of the Redemption Amount must against which the Holder has permissibly exercised its conversion rights, shall be paid in good funds to the Holder. In the event the Company Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption Notice will be null and void, (ii) Borrower will have no right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default. If any Notes issued pursuant In the event the Equity Conditions cease to be in effect prior to the Purchase Agreement, in addition to this Note, are outstanding (collectivelypayment of the Redemption Amount, the “Outstanding Notes”) and Holder may cancel the Company pursuant to this Section 1.3 elects to make an Optional Notice of Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders of Outstanding Notes on a pro rata basis based upon the Redemption Amount of each Outstanding Note.

Appears in 2 contracts

Sources: Convertible Security Agreement (Reign Sapphire Corp), Convertible Security Agreement (Reign Sapphire Corp)

Optional Redemption. The Company may prepay this Note shall have the right, in its ------------------- sole discretion, to redeem (an "Optional Redemption") by paying to the Holder all or a sum of money equal to one hundred percent (100%) portion of the Principal Amount outstanding at such time aggregate amount of principal of this Note, together with accrued but unpaid interest thereon thereon, as follows: (i) If on the date of delivery of any Exchange Notice the Exchange Price for BLCI Stock is less than the Floor Exchange Price, the Company shall have the right to effect an Optional Redemption of the principal amount, and any and all other sums dueaccrued interest thereon, accrued or payable sought to be exchanged by the Holder arising under this Noteas of such Exchange Date, at the Purchase Agreement or any other Related Agreement (the “Optional Redemption Amount”) outstanding Price therefor on the date ten (10) days after the proposed Exchange Date, or first business day thereafter (an "Optional Redemption Payment Date (as defined belowDate" with respect to an Exchange Date). The Company shall deliver must exercise its right to the Holder a written notice of redemption (the “Notice of Redemption”) specifying the date for effect such Optional Redemption by written notice thereof given to the Holder, on or before 8:00 p.m., New York time, on the next business day following the date of delivery of such Exchange Notice. Notice of such Optional Redemption, once given, shall obligate the Company to make the Optional Redemption specified therein. (ii) If a Standstill Period continues for more than ninety (90) days, the Company shall have the right to effect an Optional Redemption Payment of the unpaid principal amount of this Note at the Optional Redemption Price therefor on the date ten (10) days after the delivery of written notice to such effect, or first business day thereafter (an "Optional Redemption Date" with respect to a Standstill Period); provided, which date that the Purchaser shall be entitled to receive as Exchange Shares, calculated at the Exchange Price therefor, as Purchaser may be eligible to purchase on such date, with a pro tanto reduction in the Optional Redemption Price payable on such date. The Company must exercise its right to effect such Optional Redemption by written notice thereof given to the Holder, on or before 8:00 p.m., New York time, within ten (10) business days after following the date termination of the such 90 day period. Notice of Redemption (the “Redemption Period”). On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void. If any Notes issued pursuant to the Purchase Agreement, in addition to this Note, are outstanding (collectively, the “Outstanding Notes”) and the Company pursuant to this Section 1.3 elects to make an Optional Redemption, then once given, shall obligate the Company shall take to make the same action with respect to all Outstanding Notes and make such payments to all holders of Outstanding Notes on a pro rata basis based upon the Optional Redemption Amount of each Outstanding Notespecified therein.

Appears in 2 contracts

Sources: Note Purchase Agreement (Reschke Michael W), Note Purchase Agreement (Reschke Michael W)

Optional Redemption. The Company may prepay this Note (“Optional Redemption”a) by paying At any time prior to the Holder Par Call Date, the Notes may be redeemed by the Company, in whole or in part, at the Company’s option, at a sum of money redemption price equal to one hundred percent the greater of: (i) 100%) % of the Principal Amount outstanding at such time together with principal amount of the Notes being redeemed, plus accrued but and unpaid interest thereon and any and all other sums dueto, accrued or payable to the Holder arising under this Notebut excluding, the Purchase Agreement or Redemption Date; or (ii) the sum of the Remaining Scheduled Payments on such Notes being redeemed (not including any other Related Agreement portion of the payments of interest accrued as of the redemption date (the “Redemption Amount”) outstanding on the Redemption Payment Date (as defined below). The Company shall deliver to the Holder a written notice of redemption (the “Notice of Redemption”) specifying the date for such Optional Redemption (the “Redemption Payment Date”)), which date shall be ten discounted to its present value as of the Redemption Date on a semi-annual basis (10assuming a 360-day year consisting of twelve 30-day months) business days at the Adjusted Treasury Rate, as determined by the Quotation Agent, plus 25 basis points, plus accrued and unpaid interest on the principal amount of such Notes being redeemed to, but excluding, the Redemption Date. (b) At any time on or after the date Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the Notice principal amount of Redemption (Notes to be redeemed, plus accrued and unpaid interest, if any, on the “Redemption Period”). On Notes to, but excluding, the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (c) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, the Redemption Amount must accrued and unpaid interest, if any, will be paid in good funds to the HolderPerson in whose name the Note is registered at the close of business on such Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. In the event the Company fails to pay On and after the Redemption Amount Date, interest will cease to accrue on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void. If any Notes issued pursuant to the Purchase Agreement, in addition to this Note, are outstanding (collectively, the “Outstanding Notes”) and the Company pursuant to this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders of Outstanding Notes on a pro rata basis based upon the Redemption Amount of each Outstanding Noteor portions thereof called for redemption.

Appears in 2 contracts

Sources: Indenture (Smithfield Foods Inc), Indenture (Smithfield Foods Inc)

Optional Redemption. The Company may prepay this will have the option of redeeming any ------------------- outstanding Note ("Optional Redemption") by paying to the Holder Subscriber a sum of money equal to one hundred percent (100%) 125% of the Principal Amount outstanding at such time principal amount of the portion of the Note described below together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder Subscriber arising under this NoteSubscription Agreement, the Purchase Agreement Note or any other Related Agreement document delivered herewith (the “"Redemption Amount") outstanding on the Redemption Payment Date (as defined below). The Company shall deliver to the Holder a written day notice of redemption (the “"Notice of Redemption) specifying is given to a Subscriber ("Redemption Date"). A Notice of Redemption must be given, if at all, within two hours of the date delivery to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for such Optional Redemption which notice of conversion has been given by the Subscriber employing the Conversion Price described in Section 2.1(b)(ii) of the Note. The Subscriber may elect within five (the “Redemption Payment Date”), which date shall be ten (105) business days after receipt of a Notice of Redemption to give the date Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption (provided the Conversion Price elected by the Subscriber is the Maximum Base Price set forth in Section 2.1(b)(i) of the Note. A Notice of Redemption Period”). On must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Payment Date, the Amount. The Redemption Amount must be paid in good funds to the HolderSubscriber no later than the fifth (5th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount on by the Optional Redemption Payment Date as set forth hereinDate, then such the Redemption Notice will be null and void. If any Notes issued pursuant to the Purchase Agreement, in addition to this Note, are outstanding (collectively, the “Outstanding Notes”) void and the Company pursuant will thereafter have no further right to this Section 1.3 elects to make effect an Optional Redemption, then and at the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders of Outstanding Notes on a pro rata basis based upon Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of each Outstanding Default under the Note. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note, shall have occurred; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Purchase Price proceeds may not be used to effect an Optional Redemption.

Appears in 2 contracts

Sources: Subscription Agreement (Advanced Aerodynamics & Structures Inc/), Subscription Agreement (Advanced Aerodynamics & Structures Inc/)

Optional Redemption. The Company may prepay this Note At any time prior to December 2, 2028 (“Optional Redemption”) by paying which is the date that is two months prior to the Holder a sum of money equal to one hundred percent (100%) maturity of the Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement or any other Related Agreement Notes (the “Redemption AmountPar Call Date)), the Company may choose to redeem all or any portion of the Notes at a redemption price calculated by the Company equal to the greater of: (a) outstanding 100% of the principal amount of the Notes to be redeemed; and (b) the present values of the remaining scheduled payments of principal and interest on such Notes that would have been due if the Notes matured on the Redemption Payment Par Call Date (as defined belowbut excluding accrued and unpaid interest to but excluding the Redemption Date), computed using a discount rate equal to the Treasury Yield (determined on the second Business Day immediately preceding the Redemption Date) plus 25 basis points, plus accrued and unpaid interest, if any, to but excluding the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date). The Trustee shall have no obligation to calculate or verify any make-whole premium. At any time on or after the Par Call Date, the Company may choose to redeem all or any portion of the Notes 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 the Redemption Date (subject to the Right of Holders of record on the relevant Record Date to receive interest due on the relevant interest payment date). Any notice to the Holders of Notes of such a redemption must include the appropriate calculation of the Redemption Price, but need not include the Redemption Price itself. The actual Redemption Price must be set forth in an Officer’s Certificate of the Company delivered to the Trustee no later than two Business Days prior to the Redemption Date. In connection with any tender offer (including any Change of Control Offer made in accordance with the terms of the Indenture) for Notes, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice to the Holders (with a copy to the Trustee), given not more than 30 days following such purchase date, to redeem or purchase all the Notes that remain outstanding following such purchase at a price equal to the price paid to the Holders in such tender offer plus, to the extent not included in the purchase price, accrued and unpaid interest and Additional Amounts, if any, on the Notes that remain outstanding, to, but excluding, the date of redemption. The Company shall deliver to calculate the Holder a written notice of redemption (the “Notice of Redemption”) specifying the date for such Optional Redemption (the “Redemption Payment Date”)price in connection with any redemption, which date shall be ten (10) business days after the date of the Notice of Redemption (the “Redemption Period”). On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void. If any Notes issued pursuant to the Purchase Agreement, in addition to this Note, are outstanding (collectively, the “Outstanding Notes”) and the Company pursuant Trustee shall have no duty to this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make calculate or verify any such payments to all holders of Outstanding Notes on a pro rata basis based upon the Redemption Amount of each Outstanding Notecalculation.

Appears in 1 contract

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

Optional Redemption. The Company may prepay this Note from time to time redeem, at the Company's option, (“Optional Redemption”i) in cash, (ii) by paying to the Holder a sum issuance of money equal to one hundred percent additional fully paid and nonassessable shares of Common Stock (100%but not fractions thereof) or (iii) any combination of the Principal Amount outstanding at such time together with accrued but unpaid interest thereon foregoing clauses (i) and any and (ii) all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement or any other Related Agreement (the “Redemption Amount”) outstanding on the Redemption Payment Date (as defined below). The Company shall deliver to the Holder a written notice of redemption (the “Notice of Redemption”) specifying the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be ten (10) business days after the date portion of the Notice of Redemption (Indebtedness outstanding under the “Redemption Period”). On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the HolderNotes. In the event the Company elects to voluntarily redeem any of the Indebtedness outstanding under the Notes by issuing Common Stock or by a combination of cash and Common Stock, (A) subject to the following proviso, the Voluntary Redemption Price for such Voluntary Redemption Date is equal to or greater than the Floor Price, if any, specified by the Company in the notice required by the following clause (D) with respect to such Voluntary Redemption Date, as adjusted for stock splits, reverse stock splits and similar recapitalizations, if any occurring on or after the date of such notice, (B) the Equity Conditions are met as of the date of the notice required by the following clause (D) and as of the Voluntary Redemption Date, (C) the number of shares of Common Stock to be issued to each Holder in payment of the outstanding principal balance of and accrued but unpaid interest on the Indebtedness held by such Holder shall be determined by dividing the portion of such Indebtedness due on such Voluntary Redemption Date to be paid in Common Stock by the Voluntary Redemption Price for such Voluntary Redemption Date, (D) the Company shall give written notice to the Holders at least thirty-five (35) Trading Days prior to the proposed Voluntary Redemption Date stating the aggregate amount of principal the Company proposes to prepay on such date (which shall be in a minimum aggregate principal amount of $500,000 or any integral multiple of $100,000 in excess thereof), the percentage of the outstanding principal balance of and accrued but unpaid interest on the Notes the Company will pay in Common Stock on such Voluntary Redemption Date and, at the Company's option, the Floor Price for such Common Stock (each a "Voluntary Redemption Notice") and (E) Common Stock can only be issued in satisfaction of the outstanding principal balance of and accrued but unpaid interest on the Notes; provided that in the event the foregoing clause (A) is not satisfied on any Voluntary Redemption Date, any Holder may elect, by written notice of such election to the Company delivered on or before one (1) Trading Day prior to such Voluntary Redemption Date, to accept payment of all or any portion of such Holder's Indebtedness that the Company proposed to pay by the issuance of Common Stock in which event the portion of such payment specified by such Holder shall be made to such Holder in Common Stock as if the Voluntary Redemption Price was equal to the Floor Price specified by the Company (the "Floor Price Portion") and the remainder of such Indebtedness due on such Voluntary Redemption Date shall be paid in cash on the Voluntary Redemption Date. Upon the delivery of the notice required by the foregoing clause (D) the principal amount of the Indebtedness evidenced by the Notes specified in such notice shall become due and payable and shall constitute an Event of Default under Section 8.1(a) if the Company fails to pay the Redemption Amount such principal amount on the Voluntary Redemption Payment Date as set forth herein, then specified in such notice unless such failure to pay is a result of the failure to satisfy clause (A) on such Voluntary Redemption Date with respect to any portion of such payment that is not the Floor Price Portion. If the Company delivers a Voluntary Redemption Notice will be null and void. If any Notes issued pursuant with respect to the Purchase Agreement, in addition to this Note, are outstanding (collectively, payment of the “Outstanding Notes”) amounts due on any Voluntary Redemption Date and the Company pursuant cannot make the payment of the amounts specified in such Voluntary Redemption Notice to be paid in Common Stock on the Voluntary Redemption Date as a result of the failure to satisfy any of the conditions to such payment in Common Stock set forth in this Section 1.3 elects to make an Optional RedemptionAgreement or any other Document (including any Floor Price Portion), then the Company shall take pay the same action amounts it proposed to pay in Common Stock on such Voluntary Redemption Notice in cash on or before ten (10) days after such Voluntary Redemption Date. The Company shall also comply with respect to all Outstanding Notes and make such payments to all holders of Outstanding Notes on a pro rata basis based upon the Redemption Amount of each Outstanding Noteany applicable obligation under Section 6.14.

Appears in 1 contract

Sources: Note Purchase Agreement (Carrizo Oil & Gas Inc)

Optional Redemption. (a) The Company Issuer may prepay this Note (“Optional Redemption”) by paying redeem the Notes at its option and sole discretion, at any time or from time to time prior to the Holder Par Call Date, in whole or in part, at a Redemption Price equal to the greater of (i) 100% of the principal amount of the Notes being redeemed; or (ii) the sum of money equal to one hundred percent (100%) the present values of the Principal Amount outstanding remaining scheduled payments of principal and Interest thereon that would be due if such Notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of Interest accrued as of the Redemption Date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at such time together with accrued but unpaid interest thereon and any and all other sums duethe Adjusted Treasury Rate plus 25 basis points, plus, in each case, accrued and unpaid Interest thereon to, but not including, the applicable Redemption Date; provided, however, that if the Redemption Date falls after a Record Date and on or payable prior to the Holder arising under this Note, the Purchase Agreement or any other Related Agreement (the “Redemption Amount”) outstanding on the Redemption Payment Date (as defined below). The Company shall deliver to the Holder a written notice of redemption (the “Notice of Redemption”) specifying the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be ten (10) business days after the date of the Notice of Redemption (the “Redemption Period”). On the Redemption corresponding Interest Payment Date, the Redemption Amount must be paid in good funds Issuer will pay the full amount of accrued and unpaid Interest, if any, on such Interest Payment Date to the HolderHolder of record of the Notes at the close of business on the corresponding Record Date (instead of the Holder surrendering its Notes for redemption). In Notwithstanding the event foregoing, if the Company fails to pay Notes are redeemed on or after the Par Call Date, the Redemption Amount Price will be equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid Interest thereon to, but not including, the applicable Redemption Date. (b) If any Redemption Date falls on a day that is not a Business Day, the required payment of the Redemption Price will be made on the Redemption Payment Date next succeeding Business Day as set forth hereinif made on the date on which such payment was due, then and no interest will accrue on such payment for the period from and after such Redemption Notice will be null and void. If any Notes issued pursuant Date to the Purchase Agreementdate of such payment on the next succeeding Business Day. (c) If the Issuer elects to redeem the Notes in part, the Trustee will select the Notes to be redeemed (in principal amounts of $2,000 and integral multiples of $1,000 in excess thereof), in addition to this Notethe case of certificated notes, are outstanding on a pro rata basis, by lot or such other method it deems fair and appropriate and, in the case of Global Notes held through the Depositary, in accordance with the applicable procedures of the Depositary. (collectively, d) The Issuer will not redeem the “Outstanding Notes”) and the Company Notes pursuant to this Section 1.3 elects 2.11 on any date if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded or cured on or prior to make an Optional Redemption, then such date. (e) Notice of redemption pursuant to this Section 2.11 shall be given in the Company shall take manner provided in Sections 106 and 1104 of the same action with respect Base Indenture not later than 15 days and not earlier than 60 days prior to all Outstanding Notes and make such payments to all holders of Outstanding Notes on a pro rata basis based upon the Redemption Amount Date, to each Holder of each Outstanding NoteNotes to be redeemed.

Appears in 1 contract

Sources: Third Supplemental Indenture (Life Storage Lp)

Optional Redemption. The Company may prepay this Note (“Optional Redemption”) by paying to Senior Notes will be redeemable, at the Holder a sum of money equal to one hundred percent (100%) option of the Principal Amount outstanding Company, at any time and from time to time (the date of any such time together with accrued but unpaid interest thereon and any and all other sums dueredemption, accrued a “Redemption Date”), in whole or payable to the Holder arising under this Notein part, the Purchase Agreement or any other Related Agreement at a redemption price (the “Redemption AmountPrice”) outstanding equal to: (a) if the Senior Notes are redeemed prior to the Par Call Date, the greater of (i) 100% of the principal amount of the Senior Notes to be redeemed or (ii) an amount equal to the sum of the present values of the remaining scheduled payments of principal and interest on the Senior Notes to be redeemed that would be due if such Senior Notes being redeemed matured on the Par Call Date, not including any portion of the payments of interest accrued as of such Redemption Date, discounted to such Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 20 basis points, as calculated by an Independent Investment Banker; or (b) if the Senior Notes are redeemed on or after the Par Call Date, 100% of the principal amount of the Senior Notes to be redeemed; plus, in each case, accrued and unpaid interest on the Senior Notes to be redeemed to, but excluding, such Redemption Date. If the Company has given notice as provided in the Original Indenture and made funds available for the redemption of any Senior Notes called for redemption on the Redemption Payment Date (referred to in that notice, those Senior Notes will cease to bear interest on that Redemption Date. Any interest accrued to the Redemption Date will be paid as defined below)specified in such notice. The Company shall deliver to the Holder a will give written notice of any redemption (the “Notice of Redemption”) specifying the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be ten (10) business days after the date any Senior Notes to Holders of the Notice of Redemption (Senior Notes to be redeemed at their addresses, as shown in the “Redemption Period”). On Security Register for the Senior Notes, at least 15 days and not more than 60 days prior to the Redemption Payment Date. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Amount must Price and the aggregate principal amount of the Senior Notes to be paid in good funds redeemed. If the Company chooses to redeem less than all of the Senior Notes, the particular Senior Notes to be redeemed shall be selected by the Trustee not more than 45 days prior to the HolderRedemption Date. In The Senior Notes shall be selected by lot or, in the event the Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth hereincase of Global Securities, then such Redemption Notice will be null and void. If any Notes issued pursuant to the Purchase Agreementapplicable procedures of the Depositary, for the Senior Notes to be redeemed in addition to this Note, are outstanding (collectively, the “Outstanding Notes”) and the Company pursuant to this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders of Outstanding Notes on a pro rata basis based upon the Redemption Amount of each Outstanding Notepart.

Appears in 1 contract

Sources: Supplemental Indenture (Principal Financial Group Inc)

Optional Redemption. The Company may prepay this Note (“Optional Redemption”a) by paying Prior to April 19, 2026 (three months prior to their maturity date), the Notes will be redeemable, in whole at any time or in part from time to time, at the Company’s option at a redemption price equal to the Holder a greater of: (i) 100% of the principal amount of the Notes to be redeemed; and (ii) the sum of money equal to one hundred percent (100%) the present values of the Principal Amount outstanding at remaining scheduled payments of principal and interest thereon (not including any portion of such time together with payments of interest accrued but unpaid interest thereon and any and all other sums due, accrued or payable to as of the Holder arising under this Note, the Purchase Agreement or any other Related Agreement (the “Redemption Amount”) outstanding on the Redemption Payment Date (as defined below). The Company shall deliver to the Holder a written notice date of redemption (the “Notice of Redemption”) specifying the date for such Optional Redemption (the “Redemption Payment Date”)), which date shall be ten (10) business days after the date of the Notice of Redemption (the “Redemption Period”). On discounted to the Redemption Payment DateDate on an annual basis (ACTUAL/ACTUAL (ICMA)), at the applicable Comparable Government Bond Rate, plus 35 basis points; plus, in each case, accrued and unpaid interest thereon, if any, to, but excluding, the Redemption Amount must Date. At any time on or after April 19, 2026 (three months prior to their maturity date), the Notes may be paid redeemed in good funds 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 to be redeemed plus accrued and unpaid interest thereon, if any, to, but excluding, 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 Holderregistered Holders as of the close of business on the relevant Regular Record Date. In the event that the Company fails to pay Notes or a portion thereof are called for redemption or there is a Change of Control Repurchase Event, and the Redemption Amount on Date or the Redemption Payment Change of Control Repurchase Event payment date, as applicable, is subsequent to a Regular Record Date as set forth herein, then such Redemption Notice will be null and void. If any Notes issued pursuant to the Purchase Agreement, in addition to this Note, are outstanding (collectively, the “Outstanding Notes”) and the Company pursuant to this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding any Interest Payment Date and prior to such Interest Payment Date, interest on such Notes will instead be paid upon presentation and make surrender of such payments to all holders Notes as provided herein. (b) Notice of Outstanding Notes on a pro rata basis based upon any redemption will be mailed at least 30 days but not more than 60 days before the Redemption Amount Date to each Holder of each Outstanding Notethe Notes to be redeemed by the Company or by the Trustee on the Company’s behalf; provided that notice of redemption may be mailed more than 60 days prior to a Redemption Date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Notes. Unless the Company defaults in payment of the applicable redemption price, on and after the Redemption Date, interest will cease to accrue on the Notes or portions thereof called for redemption. If less than all of the Notes are to be redeemed, the Notes 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 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 be redeemed in part.

Appears in 1 contract

Sources: Agency Agreement (Perkinelmer Inc)

Optional Redemption. The Company Issuer may prepay this Note redeem the Notes in whole or in part, at its option, at any time or from time to time prior to Maturity (“Optional Redemption”) by paying to the Holder a sum date of money equal to one hundred percent (100%) of the Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums dueredemption, accrued or payable to the Holder arising under this Note, the Purchase Agreement or any other Related Agreement (the “Redemption AmountDate) outstanding on the Redemption Payment Date (as defined below). The Company shall deliver Redemption Price prior to the Holder Applicable Par Call Date will be equal to the greater of: (i) 100% of the aggregate principal amount of the Notes to be redeemed; or (ii) the sum, as determined by the Independent Investment Banker based on the Reference Treasury Dealer Quotations, of the present values of the Remaining Scheduled Payments, discounted to the Redemption Date on a written notice semi-annual basis (assuming a 360-day year consisting of redemption (the “Notice of Redemption”) specifying the date for such Optional Redemption (the “Redemption Payment Date”twelve 30-day months), which date shall using a rate equal to the Treasury Rate plus 30 basis points (such sum to be ten calculated as set forth in the Indenture), plus, in the case of (10i) business days or (ii), accrued interest thereon to, but not including, the Redemption Date. In the case of any redemption with a Redemption Date on or after the date of the Notice of Redemption (the “Redemption Period”). On the Redemption Payment Applicable Par Call Date, the Redemption Amount must Price will equal 100% of the aggregate principal amount of the Notes to be paid in good funds redeemed, 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 Holderregistered Holders as of the close of business on the relevant Regular Record Date according to the Notes and the Indenture, subject to the applicable procedures of the Depositary. In On and after the event Redemption Date for the Company fails 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 Amount Price of the Notes to be redeemed on the Redemption Payment Date. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee by lot, on a pro-rata basis or by such method as the Trustee deems fair and appropriate and subject, in the case of Notes represented by Global Securities, to the applicable 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 (in the case of any Redemption Date prior to the Applicable Par Call Date) or 15 days (in the case of any Redemption Date on or after the applicable Par Call Date) but, in each case, 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 hereinin the Indenture, then such Redemption Notice will shall be null and void. If any Notes issued pursuant set forth in an Officer’s Certificate of the Issuer delivered to the Purchase Agreement, Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in addition to this Note, are outstanding (collectivelythe Indenture, the “Outstanding Notes”) Notes called for redemption shall become due and the Company pursuant to this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders of Outstanding Notes payable on a pro rata basis based upon the Redemption Amount of each Outstanding NoteDate and at the applicable Redemption Price.

Appears in 1 contract

Sources: Fifth Supplemental Indenture (Intel Corp)

Optional Redemption. The Company may prepay Except as described in this Section 3.1, at any time, the Borrower will have the option of prepaying the entire outstanding Principal Amount of this Note that has not been converted (“Optional Redemption”) by paying to the Holder a sum of money equal to one hundred percent (100%) of the Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement or any other Related Agreement (the “Redemption Amount”) outstanding on the Redemption Payment Date Amount described below. Borrower’s election to exercise its right to prepay must be by notice in writing (as defined below). The Company shall deliver to the Holder a written notice of redemption (the “Notice of Redemption”). The “Redemption Amount” shall equal one hundred and ten percent (110%) specifying of the entire outstanding Principal Amount being redeemed in connection with such Optional Redemption, together with all interest accrued on this Note, if any, and all other amounts then payable hereunder or pursuant to the Subscription Agreement. The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be not less than ten (10) business days after the date of the Notice of Redemption. A Notice of Redemption (shall not be effective with respect to any portion of the principal amount under this Note for which the Holder has a pending election to convert or for which a Conversion Notice is properly given prior to the Redemption Period”)Payment Date. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount must against which the Holder has previously exercised its rights pursuant to Section 2.1, shall be paid in good funds to the Holder. In the event the Company Borrower fails to timely pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) at the Holder’s election, such Notice of Redemption Notice will be null and void. If any Notes issued pursuant to void or Holder may enforce the Purchase Agreement, in addition to this Note, are outstanding (collectively, the “Outstanding Notes”) and the Company pursuant to this Section 1.3 elects to make an Optional Notice of Redemption, then (ii) Borrower will not have the Company shall take the same action right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default. A Notice of Redemption must be given to all other Holders with respect to all Outstanding Other Notes and make such payments contemporaneously with the giving of a Notice of Redemption to all holders of Outstanding Notes on a pro rata basis based upon the Redemption Amount of each Outstanding NoteHolder.

Appears in 1 contract

Sources: Leakout Agreement (China Yongxin Pharmaceuticals Inc.)

Optional Redemption. The (a) Prior to January 15, 2025, the Company may prepay this Note (“Optional Redemption”) by paying redeem the Senior Notes, at any time, and from time to time, in whole or in part, at a redemption price equal to the Holder a greater of (i) 100% of the principal amount of such Senior Notes to be redeemed and (ii) the sum of money equal to one hundred percent (100%) the present values of the Principal Amount outstanding remaining scheduled payments of principal and interest (excluding interest accrued to the Redemption Date) on the Senior Notes to be redeemed from the Redemption Date to the Stated Maturity date discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at such time together with the Treasury Rate, plus 17.5 basis points, plus, in each case, accrued but and unpaid interest thereon and any and all other sums due, accrued or payable on the Senior Notes to but excluding the Holder arising under this Note, the Purchase Agreement or any other Related Agreement Redemption Date (the “Make Whole Redemption Amount”) outstanding on the Redemption Payment Date (as defined below). The Company shall deliver to the Holder a written notice of redemption (the “Notice of Redemption”) specifying the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be ten (10) business days after the date of the Notice of Redemption (the “Redemption PeriodPrice”). On or after January 15, 2025, the Company may redeem the Senior Notes, at any time, and from time to time, in whole or in part, at a redemption price equal to 100% of the principal amount of such Senior Notes to be redeemed, plus, in each case, accrued and unpaid interest on the Senior Notes to but excluding the Redemption Payment DateDate (together with the Make Whole Redemption Price, the “Senior Notes Redemption Amount must be paid Price”). Unless the Company defaults in good funds payment of the Senior Notes Redemption Price, interest will cease to accrue on the Holder. Senior Notes called for redemption on and after the Redemption Date. (b) In the event of a redemption where the Company fails to pay Make Whole Redemption Price is payable, the Treasury Rate shall be calculated on the third Business Day preceding the Redemption Amount on Date. (c) Notice of redemption shall be given in accordance with Section 1104 of the Indenture; provided that, any such notice of redemption shall be given by first-class mail, postage pre-paid, mailed not less than 15 nor more than 60 days prior to the Redemption Payment Date Date, to each holder of the Senior Notes to be redeemed, at the holder’s address appearing in the Security Register (as set forth hereindefined in the Indenture). For the avoidance of doubt, then 15 days shall be a sufficient amount of time for such Redemption Notice will be null and void. If any Notes issued pursuant to the Purchase Agreement, in addition to this Note, are outstanding (collectively, the “Outstanding Notes”) and the Company pursuant to this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action prior notice with respect to the redemption of the Senior Notes pursuant to Section 1104 of the Indenture and this Section 1.06(c). If less than all of the Senior Notes then Outstanding are to be redeemed, the Trustee will select the particular Senior Notes and make such payments to all holders or portions thereof in accordance with Section 1103 of Outstanding Notes on a pro rata basis based upon the Redemption Amount Indenture. (d) For the purposes of each Outstanding Note.this Section 1.06 of Supplemental Indenture No. 9, the terms below are defined as follows:

Appears in 1 contract

Sources: Supplemental Indenture (Cigna Corp)

Optional Redemption. The Company may prepay this Note Issuers will be entitled at their option to redeem all or any portion of the Notes at any time or from time to time prior to April 6, 2028 (i.e., 60 days prior to maturity) (the Optional RedemptionPar Call Date) by paying ), at a redemption price equal to the Holder a greater of: 1. 100% of the principal amount of the Notes being redeemed; or 2. the sum of money the present values of the remaining scheduled payments of principal and interest thereon that would be due after the related Redemption Date, but for such redemption, and calculated as if such Notes being redeemed matured on the Par Call Date (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on an annual basis (ACTUAL/ACTUAL (ICMA)) using a discount rate equal to one hundred percent the Comparable Government Bond Rate plus 45 basis points (100%) such excess, if any, of “2.” over “1.”, the Principal Amount outstanding at such time together with “Make-Whole Premium”), plus, in each case, accrued but and unpaid interest thereon and any Additional Amounts to, but not including, the applicable Redemption Date; provided, however, that if the Redemption Date falls after a Record Date and all other sums dueon or prior to the corresponding Interest Payment Date, the Issuers will pay the full amount of accrued or payable and unpaid interest and any Additional Amounts, if any, on such Interest Payment Date to the Holder arising under this Noteof record at the close of business on the corresponding Record Date (instead of the Holder surrendering its Notes for redemption). In addition, the Purchase Agreement Notes may be redeemed on or after the Par Call Date at a redemption price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon and any Additional Amounts to, but not including, the applicable Redemption Date. None of the Trustee or Agents shall be responsible for the calculation of, or otherwise required to verify, the redemption price. In addition, at any time, in connection with any tender offer for the Notes, including a Change of Control Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Issuers, or any third party making such tender offer in lieu of the Issuers, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuers will have the right upon not less than 10 nor more than 60 days’ prior notice, given not more than 15 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price paid to each other Related Agreement Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the date of such redemption. In addition to the foregoing, and as more thoroughly described in Section 4.08 of the Indenture, the Issuers may redeem the Notes, in whole but not in part, at their discretion at any time upon giving not less than 15 nor more than 60 days’ prior notice to the Holders (which notice will be irrevocable), at a redemption price equal to 100% of the aggregate principal amount thereof, together with accrued and unpaid interest, if any, to, but excluding, the redemption date fixed by the Issuers (a Tax Redemption AmountDate”) outstanding and all Additional Amounts, if any, then due and which will become due on the Tax Redemption Payment Date as a result of the redemption or otherwise (as defined below). The Company shall deliver subject to the Holder a written notice right of redemption Holders of record on the relevant Record Date to receive interest due on the relevant interest payment date and Additional Amounts (the “Notice of Redemption”if any) specifying the date for such Optional Redemption (the “Redemption Payment Date”in respect thereof), if the Issuers determine that (x) they, or the relevant Guarantor, on the next date on which date any amount would be payable in respect of the Notes or any Guarantee of the Notes, are required or would be required to pay Additional Amounts (but in the case of the relevant Guarantor, only if such amount payable cannot be paid by the Issuers or another Guarantor who can pay such amount without the obligation to pay Additional Amounts), and (y) such payment obligation cannot be avoided by taking reasonable measures available to it (including by making payment through a different paying agent) (provided that changing the jurisdiction of organization of either Issuer or any Guarantor shall be ten deemed not to be a reasonable measure), and the requirement arises as a result of: (101) business days any amendment to, or change in, the laws, treaties or any regulations, rulings or other official guidance promulgated thereunder of a relevant Tax Jurisdiction which change or amendment is publicly and formally proposed and becomes effective on or after the date of the Notice of Redemption Prospectus (or, if the “Redemption Period”). On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void. If any Notes issued pursuant to the Purchase Agreement, in addition to this Note, are outstanding (collectively, the “Outstanding Notes”) and the Company pursuant to this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders of Outstanding Notes applicable Tax Jurisdiction became a Tax Jurisdiction on a pro rata basis based upon date after the Redemption Amount date of each Outstanding Notethe Prospectus, such later date); or (2) any amendment to, or change in, an official written interpretation or application of such laws, treaties, regulations, rulings or other official guidance (including by virtue of a holding, judgment, order by a court of competent jurisdiction or a change in published administrative practice) which amendment or change is publicly and formally proposed and becomes effective on or after the date of the Prospectus (or, if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the date of the Prospectus, such later date).

Appears in 1 contract

Sources: Fifteenth Supplemental Indenture (MPT Operating Partnership, L.P.)

Optional Redemption. The Company may prepay this Note at any time, in whole or in part, without penalty or premium (“Optional Redemption”). If within six (6) by paying to months of the Holder a sum date of money equal to one hundred percent (100%) issue of this Note, the Company prepays in full the Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement or any other Related Agreement (collectively, the “Redemption Amount”), upon receipt in full of the Redemption Amount in good funds, the Holder will rebate to Company fifty percent (50%) outstanding of any fees it received from the Company on the Redemption Payment Date (as defined below)date of issue of this Note. The Company shall deliver to the Holder a written notice of redemption (the “Notice of Redemption”) specifying the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be ten (10) business days after the date of the Notice of Redemption (the “Redemption Period”). On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void. In the event that the Redemption Amount is paid to the Holder within six (6) months of the date of issue of this Note, upon receipt in full of the Redemption Amount in good funds, the Holder will rebate to Company fifty percent (50%) of any fees it received from the Company on the date of issue of this Note. If any Notes issued pursuant to the Purchase Agreement, in addition to this Note, are outstanding (collectively, the “Outstanding Notes”) and the Company pursuant to this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders of Outstanding Notes on a pro rata basis based upon the Redemption Amount of each Outstanding Note.

Appears in 1 contract

Sources: Secured Term Note (Digital Angel Corp)

Optional Redemption. The Company Issuer may prepay this Note (“Optional Redemption”) by paying redeem the Notes at its option at any time, in whole or from time to the Holder time in part, at a sum of money equal to one hundred percent (100%) of the Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement or any other Related Agreement redemption price (the “Redemption AmountPrice”) outstanding on equal to the sum of: (a) the principal amount or, in the case of a redemption in part, the relevant Redemption Payment Date Proportion of the principal amount of the Notes plus accrued interest thereon to the redemption date; and (b) the Make-Whole Amount (as defined below). The Company shall deliver , if any, with respect to the Holder a written notice Notes; provided that, if such Notes are redeemed on or after February 13, 2025, the Redemption Price will not include the Make-Whole Amount. If the Notes are to be redeemed in part only on any date in accordance with this Condition, each Note shall be redeemed in part in the proportion which the aggregate principal amount of the outstanding Notes to be redeemed on the relevant redemption (date bears to the “Notice aggregate principal amount of Redemption”) specifying the outstanding Notes on such date for such Optional Redemption (the “Redemption Payment Date”), which date shall be ten (10) business days after the date of the Notice of Redemption (the “Redemption PeriodProportion”). On Notwithstanding the foregoing, installments of interest on Notes that are due and payable on an Interest Payment Date falling on or prior to a redemption date will be payable on such Interest Payment Date to the holders thereof as of the close of business on the relevant record date. If the Issuer has given notice of redemption as provided in the Agency Agreement and has made funds available on the redemption date referred to in the notice for the redemption, on and after the relevant redemption date, interest will cease to accrue on the Notes or, in the case of a redemption in part, the relevant Redemption Payment DateProportion of the principal amount of outstanding Notes. Notice of any redemption will be given to the Noteholders at least 15 days but not more than 45 days before the redemption date. The notice of redemption will specify, amongst other things, the Redemption Amount must be paid in good funds to the Holder. In the event the Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void. If any Notes issued pursuant to the Purchase Agreement, in addition to this Note, are outstanding (collectivelyPrice, the “Outstanding Notes”principal amount of the Notes to be redeemed, (in the case of a redemption in part) the relevant Redemption Proportion and the Company pursuant to redemption date. For the purposes of this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders of Outstanding Notes on a pro rata basis based upon the Redemption Amount of each Outstanding Note.Condition 7(2):

Appears in 1 contract

Sources: Fiscal Agency Agreement (Simon Property Group L P /De/)

Optional Redemption. The Company may prepay this Section 6.1. This Note (“Optional Redemption”or any successor Note) by paying to may be redeemed at the Holder a sum of money equal to one hundred percent (100%) election of the Principal Amount Company, as a whole or from time to time in part, on any Interest Payment Date on or after April 1, 2014 at the then outstanding at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to principal amount of the Holder arising under this Note, the Purchase Agreement or any other Related Agreement Note (the “Redemption AmountPrice). The Redemption Price will be delivered to the Holder, together with accrued, but unpaid, interest to the Redemption Date. Section 6.2. Notice of Redemption shall be in writing and sent by first-class mail, postage prepaid, not less than 30 nor more than 60 days prior to the Redemption Date, to the Holder at such H▇▇▇▇▇’s address appearing in the Note Register. All Notices of Redemption shall state: (a) outstanding the Redemption Date, (b) the Redemption Price, (c) in the case of partial redemption of the Note, the principal amount to be redeemed, (d) that on the Redemption Date the Redemption Price will become due and payable upon such Note to be redeemed and that interest thereon will cease to accrue on and after said date, and (e) the place or places where any such Note is to be surrendered for payment of the Redemption Price. Any immaterial defect in said notice shall not affect the validity of the proceedings for the redemption of any other Note or portion thereof. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been given whether or not the Holder receives said notice. Section 6.3. Prior to any Redemption Date, the Company shall segregate and hold in trust an amount of money sufficient to pay the Redemption Price of, and accrued, but unpaid, interest on, any Note which is to be redeemed on that date. Notice of redemption having been given as aforesaid, any Note so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Note shall cease to bear interest. Upon surrender of any such Note for redemption in accordance with said notice, such Note shall be paid by the Company at the Redemption Price, together with accrued interest to the Redemption Date; provided, however, that installments of interest payable on an Interest Payment Date occurring prior to or on the Redemption Date shall be payable to the Holders of such Note registered as such at the close of business on the relevant Regular Record Date. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal (as defined belowand premium, if any) shall, until paid, bear interest from the Redemption Date at the rate borne by the Note. Section 6.4. Any Note which is to be redeemed only in part shall be surrendered at the principal office of the Company (with, if the Company so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company duly executed by, the Holder thereof or his attorney duly authorized in writing). The , and the Company shall execute and deliver to the Holder of such Note without service charge, a written notice new Note or Notes, of redemption (any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the “Notice of Redemption”) specifying the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be ten (10) business days after the date unredeemed portion of the Notice principal of Redemption (the “Redemption Period”). On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void. If any Notes issued pursuant to the Purchase Agreement, in addition to this Note, are outstanding (collectively, the “Outstanding Notes”) and the Company pursuant to this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders of Outstanding Notes on a pro rata basis based upon the Redemption Amount of each Outstanding NoteNote so surrendered.

Appears in 1 contract

Sources: Subordinated Promissory Note (Summit Financial Group Inc)

Optional Redemption. The Company may prepay this Note At any time prior to August 25, 2054 (“Optional Redemption”) by paying which is the date that is six months prior to the Holder a sum of money equal to one hundred percent (100%) maturity of the Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement or any other Related Agreement Notes (the “Redemption AmountPar Call Date)), the Company may choose to redeem all or any portion of the Notes at a redemption price calculated by the Company equal to the greater of: (a) outstanding 100% of the principal amount of the Notes to be redeemed; and (b) the present values of the remaining scheduled payments of principal and interest on such Notes that would have been due if the Notes matured on the Redemption Payment Notes Par Call Date (as defined belowbut excluding accrued and unpaid interest to but excluding the Redemption Date), computed using a discount rate equal to the Treasury Yield (determined on the second Business Day immediately preceding the Redemption Date) plus 25 basis points, plus accrued and unpaid interest, if any, to but excluding the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date). The Trustee shall have no obligation to calculate or verify any make-whole premium. At any time on or after the Par Call Date, the Company may choose to redeem all or any portion of the Notes 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 the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant interest payment date). Any notice to the Holders of Notes of such a redemption must include the appropriate calculation of the Redemption Price, but need not include the Redemption Price itself. The actual Redemption Price must be set forth in an Officer’s Certificate of the Company delivered to the Trustee no later than two Business Days prior to the Redemption Date. In connection with any tender offer (including any Change of Control Offer made in accordance with the terms of the Indenture) for Notes, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice to the Holders (with a copy to the Trustee), given not more than 30 days following such purchase date, to redeem or purchase all the Notes that remain outstanding following such purchase at a price equal to the price paid to the Holders in such tender offer plus, to the extent not included in the purchase price, accrued and unpaid interest and Additional Amounts, if any, on the Notes that remain outstanding, to, but excluding, the date of redemption. The Company shall deliver to calculate the Holder a written notice of redemption (the “Notice of Redemption”) specifying the date for such Optional Redemption (the “Redemption Payment Date”)price in connection with any redemption, which date shall be ten (10) business days after the date of the Notice of Redemption (the “Redemption Period”). On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void. If any Notes issued pursuant to the Purchase Agreement, in addition to this Note, are outstanding (collectively, the “Outstanding Notes”) and the Company pursuant Trustee shall have no duty to this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make calculate or verify any such payments to all holders of Outstanding Notes on a pro rata basis based upon the Redemption Amount of each Outstanding Notecalculation.

Appears in 1 contract

Sources: Indenture (JBS B.V.)

Optional Redemption. The Company Issuer may prepay this Note redeem the Notes in whole or in part, at its option, at any time or from time to time prior to Maturity (“Optional Redemption”) by paying to the Holder a sum date of money equal to one hundred percent (100%) of the Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums dueredemption, accrued or payable to the Holder arising under this Note, the Purchase Agreement or any other Related Agreement (the “Redemption AmountDate) outstanding on the Redemption Payment Date (as defined below). The Company shall deliver Redemption Price will be equal to the Holder greater of: (i) 100% of the aggregate principal amount of the Notes to be redeemed; or (ii) the sum, as determined by the Independent Investment Banker based on the Reference Treasury Dealer Quotations, of the present values of the Remaining Scheduled Payments, discounted to the Redemption Date on a written notice semi-annual basis (assuming a 360-day year consisting of redemption (the “Notice of Redemption”) specifying the date for such Optional Redemption (the “Redemption Payment Date”twelve 30-day months), which date shall using a rate equal to the Treasury Rate plus 15 basis points (such sum to be ten calculated as set forth in the Indenture), plus, in the case of (10i) business days after the date of the Notice of Redemption or (the “Redemption Period”ii). On the Redemption Payment Date, accrued interest thereon to, but not including, the Redemption Amount must 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 paid in good funds payable on the Interest Payment Date to the Holderregistered Holders as of the close of business on the relevant Regular Record Date according to the Notes and the Indenture, subject to the applicable procedures of the Depositary. In On and after the event Redemption Date for the Company fails 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 Amount Price of the Notes to be redeemed on the Redemption Payment Date. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee by lot, on a pro-rata basis or by such method as the Trustee deems fair and appropriate and subject, in the case of Notes represented by Global Securities, to the applicable 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 hereinin the Indenture, then such Redemption Notice will shall be null and void. If any Notes issued pursuant set forth in an Officer’s Certificate of the Issuer delivered to the Purchase Agreement, Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in addition to this Note, are outstanding (collectivelythe Indenture, the “Outstanding Notes”) Notes called for redemption shall become due and the Company pursuant to this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders of Outstanding Notes payable on a pro rata basis based upon the Redemption Amount of each Outstanding NoteDate and at the applicable Redemption Price.

Appears in 1 contract

Sources: Fifth Supplemental Indenture (Intel Corp)

Optional Redemption. The At any time prior to November 15, 2023, the Company may prepay this Note (“Optional Redemption”) by paying redeem the Notes at its option, in whole or from time to time in part, at a redemption price equal to the Holder Redemption Price. At any time on or after November 15, 2023, the Notes will be redeemable at the option of the Company, in whole or from time to time in part, at a sum of money redemption price equal to one hundred percent 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest thereon to the Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the 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 less than 30 days nor more than 60 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. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (100%or such shorter period as is satisfactory to the Trustee) of the Principal Amount outstanding at such time together with accrued but unpaid interest thereon aggregate principal amount of Notes to be redeemed and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement or any other Related Agreement (the “their Redemption Amount”) outstanding on the Redemption Payment Date (as defined below)Date. The Company shall deliver give the Trustee notice of the Make-Whole Amount promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holder a written Holders the notice of redemption (required by Section 1104 of the “Notice of Redemption”) specifying Base Indenture, such notice from the date for such Optional Redemption (the “Redemption Payment Date”), which date Company shall be ten (10) business given to the Trustee at such time as shall permit the Trustee to include notice of the Make-Whole Amount in such notice of redemption. The Trustee shall have no responsibility for calculating the Make-Whole Amount. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days after prior to the date of the Notice of Redemption (the “Redemption Period”). On the Redemption Payment Dateredemption, the Redemption Amount must Notes to be paid redeemed in good funds to the Holderpart. In the event Neither the Company fails nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to pay be redeemed and ending at the Redemption Amount close of business on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void. If day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Notes issued pursuant to the Purchase Agreement, in addition to this Note, are outstanding (collectivelyor portion thereof, called for redemption, except the “Outstanding Notes”) and the Company pursuant to this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders unredeemed portion of Outstanding Notes on a pro rata basis based upon the Redemption Amount of each Outstanding Noteany Note being redeemed in part.

Appears in 1 contract

Sources: Supplemental Indenture (Liberty Property Limited Partnership)

Optional Redemption. The Company Notes may prepay this Note (“Optional Redemption”) by paying be redeemed at the Issuer’s option in whole or, from time to time, in part prior to the Holder Maturity Date as follows: (a) If the Notes are redeemed before September 15, 2023, the Notes will be redeemed at a sum of money Redemption Price equal to one hundred percent the greater of: (i) 100%) % of the Principal Amount principal amount of the Notes then outstanding at such time together with accrued but unpaid interest thereon and any and all other sums dueto be redeemed; and (ii) the sum, accrued or payable as set forth in an Officers’ Certificate delivered to the Holder arising under this NoteTrustee, of the present values of the remaining scheduled payments of principal of, and interest on, the Purchase Agreement or Notes to be redeemed (not including any other Related Agreement portion of such payments of interest accrued to the Redemption Date) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus 30 basis points (the “Redemption AmountMake-Whole Premium) outstanding ); plus any accrued and unpaid interest on the principal amount of the Notes being redeemed to, but not including, the Redemption Payment Date. (b) If the Notes are redeemed on or after September 15, 2023, the Notes will be redeemed at a Redemption Price equal to 100% of the principal amount of the Notes then outstanding being redeemed, plus accrued and unpaid interest on the principal amount of Notes being redeemed to, but not including, the Redemption Date. (c) If any Redemption Date (falls on a day that is not a Business Day, the required payment of principal, Make-Whole Premium, if any, or interest on the Notes to be redeemed will be made on the next succeeding Business Day as defined below). The Company shall deliver to the Holder a written notice of redemption (the “Notice of Redemption”) specifying if made on the date on which such payment was due, and no interest will accrue on such payment for the period from and after such Optional Redemption (Date, as the “Redemption Payment Date”)case may be, which date shall be ten (10) business days after to the date of such payment on the Notice of next succeeding Business Day; provided, however, that if the next such succeeding Business Day falls on a day in the next succeeding calendar year with respect to a Redemption (the “Redemption Period”). On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Company fails to pay the Redemption Amount required payment of principal, Make-Whole Premium, if any, or interest on the Redemption Payment Date as set forth herein, then Notes to be redeemed shall be made on the Business Day immediately preceding such Redemption Notice will be null and void. If any Notes issued pursuant to the Purchase Agreement, in addition to this Note, are outstanding (collectively, the “Outstanding Notes”) and the Company pursuant to this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders of Outstanding Notes Date on a pro rata basis based upon the Redemption Amount of each Outstanding Notewhich payment was due.

Appears in 1 contract

Sources: Second Supplemental Indenture (CubeSmart, L.P.)

Optional Redemption. The Company may prepay this Note (“Optional Redemption”) by paying to Securities are redeemable, at the Holder a sum of money equal to one hundred percent (100%) option of the Principal Amount outstanding Company, at any time prior to maturity in whole or from time to time in part, on a date fixed by the Company for such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement or any other Related Agreement redemption (the “Redemption AmountDate”) outstanding at a redemption price (the “Redemption Price”) calculated as follows. If the relevant Redemption Date occurs prior to July 15, 2022, the Redemption Price will be equal to 100% of the principal amount of the Securities being redeemed plus accrued and unpaid interest up to but not including the Redemption Date plus a premium (the “Make-Whole Premium”), if any is required to be paid pursuant to the immediately following paragraph. If the relevant Redemption Date occurs on or after July 15, 2022, the Redemption Price payable will be equal to 100% of the principal amount of the Securities being redeemed plus accrued and unpaid interest up to but not including the Redemption Date (with no Make-Whole Premium). If the Redemption Date is after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the interest will be paid on the Redemption Date to the person in whose name the Securities are registered at the close of business on the Regular Record Date and not included in the Redemption Price. The Redemption Price will never be less than 100% of the principal amount of the Securities plus accrued and unpaid interest up to but not including the Redemption Date. The Company will calculate the Make-Whole Premium, if any, in good faith, applying the Treasury Rate determined as set forth in the definition thereof. The amount of the Make-Whole Premium is equal to the excess, if any, of: (i) the sum of the present values, calculated as of the Redemption Date, of: (A) the remaining scheduled payments of interest on the Securities to be redeemed that would be due after the Redemption Date but for such redemption (except that, if such Redemption Date is not an Interest Payment Date, the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued thereon to the Redemption Date); and (B) the principal amount that, but for the redemption, would have been payable at the Stated Maturity; over (ii) the aggregate principal amount of the Securities being redeemed. The present values of interest and principal payments referred to in clause (i) above will be determined in accordance with generally accepted principles of financial analysis. Those present values will be calculated by discounting the amount of each payment of interest or principal from the date that each payment would have been payable, but for the redemption, to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the Treasury Rate (as defined below). The Company shall deliver to the Holder a written notice of redemption (the “Notice of Redemption”) specifying the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be ten (10) business days after the date of the Notice of Redemption (the “Redemption Period”). On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void. If any Notes issued pursuant to the Purchase Agreement, in addition to this Note, are outstanding (collectively, the “Outstanding Notes”) and the Company pursuant to this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders of Outstanding Notes on a pro rata plus 35 basis based upon the Redemption Amount of each Outstanding Notepoints.

Appears in 1 contract

Sources: Supplemental Indenture (Transocean Ltd.)

Optional Redemption. The Company may prepay this Note (“Optional Redemption”) by paying Prior to the Holder a sum of money equal to one hundred percent (100%) of the Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums dueJuly 5, accrued or payable to the Holder arising under this Note, the Purchase Agreement or any other Related Agreement 2027 (the “Redemption Amount”) outstanding on the Redemption Payment Date (as defined below). The Company shall deliver to the Holder a written notice of redemption (the “Notice of Redemption”) specifying the date for such Optional Redemption (the “Redemption Payment Applicable Par Call Date”), which date shall the Issuer may redeem the Notes at its option, 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 on the Notes discounted to the relevant Redemption Date (assuming the Notes matured on the Applicable Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points (such sum to be ten calculated as set forth in the Indenture); or (10ii) business days 100% of the principal amount of the Notes to be redeemed, plus, in the case of either (i) or (ii), accrued interest thereon to, but not including, the Redemption Date. On or after the date of the Notice of Redemption (the “Redemption Period”). On the Redemption Payment Applicable Par Call Date, the Issuer may redeem the Notes, in whole or in part, at any time and from time to time, at a Redemption Amount must be paid in good funds Price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the Holderrelevant Redemption Date. In On and after the event Redemption Date for the Company fails Notes, interest will cease to accrue on the Notes or portions thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price. 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 Amount Price of the Notes to be redeemed on the Redemption Payment Date. In the case of a partial redemption, selection of the Notes for redemption shall 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 Depositary’s applicable procedures with respect to Global Securities. No Notes of a principal amount of $2,000 or less shall be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption that relates to the Note shall state the portion of the principal amount of the Note to be redeemed. A new Note in a principal amount equal to the unredeemed portion of the Note shall be issued in the name of the Holder of the Note upon surrender for cancellation of the original Note. Notice of any redemption shall be 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 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 hereinin the Indenture, then shall be set forth in an Officer’s 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. Notice of any redemption of Notes may, at the Issuer’s discretion, be given subject to one or more conditions precedent, including, but not limited to, completion of a corporate transaction that is pending (such Redemption Notice will be null and voidas an equity or equity-linked offering, an incurrence of indebtedness or an acquisition or other strategic transaction involving a change of control in the Issuer or another entity). If such redemption 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 Notes issued pursuant or all such conditions shall not have been satisfied or otherwise waived on or prior to the Purchase AgreementBusiness Day immediately preceding the relevant Redemption Date. The Issuer shall provide written notice to the Trustee prior to the close of business one Business Day 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 the Notes in the same manner in which the notice of redemption was given. The Issuer shall notify Holders of any such rescission as soon as practicable after it determines that such conditions precedent will not be able to be satisfied or the Issuer shall not be able or willing to waive such conditions precedent, in addition each case subject to this Notepolicies and procedures of the Depositary. Once notice of redemption is mailed or sent, are outstanding (collectivelysubject to the satisfaction of any conditions precedent provided in the notice of redemption, the “Outstanding Notes”) Notes called for redemption will become due and the Company pursuant to this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders of Outstanding Notes payable on a pro rata basis based upon the Redemption Amount of each Outstanding NoteDate and at the applicable Redemption Price.

Appears in 1 contract

Sources: Eighteenth Supplemental Indenture (Intel Corp)

Optional Redemption. (a) The Company may prepay this Note (“Optional Redemption”) Partnership shall have the right at any time, and from time to time, on or after December 20, 2024 to redeem the Preferred Interests, in whole or in part, from any source of funds legally available for such purpose. Any such redemption shall occur on a date set by paying to the Holder a sum of money equal to one hundred percent (100%) of the Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement or any other Related Agreement General Partner (the “Preferred Interest Redemption AmountDate). (b) outstanding on the Redemption Payment Date (as defined below). The Company Partnership shall deliver effect any such redemption by paying cash for each Preferred Interest, to be redeemed equal to the Holder a written notice of redemption Preferred Interest Liquidation Preference for such Preferred Interest on such Preferred Interest Redemption Date (the “Notice Preferred Interest Redemption Price”). Preferred Interest Redemption Price shall be paid by the Paying Agent to each holder on the Preferred Interest Redemption Date. (c) The Partnership shall give notice of Redemption”any redemption by mail, postage prepaid, not less than 30 days and not more than 60 days before the scheduled Preferred Interest Redemption Date, to the Preferred Interest Holders (as of 5:00 p.m. New York City time on the Business Day next preceding the day on which notice is given) specifying of any Preferred Interests to be redeemed as such Preferred Interest Holders’ names appear on the date for books of the Transfer Agent and at the address of such Optional Redemption Preferred Interest Holder shown therein. Such notice (the “Preferred Interest Redemption Payment Notice”) shall state: (1) the Preferred Interest Redemption Date”), which date (2) the number of Preferred Interests to be redeemed and, if less than all Outstanding Preferred Interests are to be redeemed, the number (and the identification) of Preferred Interests to be redeemed from such Preferred Interest Holder, (3) the Preferred Interest Redemption Price, (4) the place where the Preferred Interests are to be redeemed and shall be ten (10) business days after the date presented and surrendered for payment of the Preferred Interest Redemption Price therefor and (5) that distributions on the Preferred Interests to be redeemed shall cease to accumulate from and after such Preferred Interest Redemption Date. (d) If the Partnership elects to redeem less than all of the Outstanding Preferred Interests, the number of Preferred Interests to be redeemed shall be determined by the General Partner, and such Preferred Interests shall be redeemed by such method of selection as the holders shall determine either Pro Rata or by lot, with adjustments to avoid redemption of fractional Preferred Interests. The aggregate Preferred Interest Redemption Price for any such partial redemption of the Outstanding Preferred Interests shall be allocated correspondingly among the redeemed Preferred Interests. The Preferred Interests not redeemed shall remain outstanding and entitled to all the rights and preferences provided in this Article XVI. (e) If the Partnership gives or causes to be given a Preferred Interest Redemption Notice, the Partnership shall deposit with the Paying Agent funds, sufficient to redeem the Preferred Interests, as applicable, as to which such Preferred Interest Redemption Notice of shall have been given, no later than 5:00 p.m. New York City time on the Business Day immediately preceding the Preferred Interest Redemption (the “Redemption Period”). On the Redemption Payment Date, and shall give the Redemption Amount must be paid in good funds to the Holder. In the event the Company fails Paying Agent irrevocable instructions and authority to pay the Preferred Interest Redemption Amount on Price to the Redemption Payment Date Preferred Interest Holders to be redeemed upon surrender or deemed surrender of the certificates therefor as set forth herein, then such in the Preferred Interest Redemption Notice. If the Preferred Interest Redemption Notice will be null shall have been given, from and void. If any Notes issued after the Preferred Interest Redemption Date unless the Partnership defaults in providing funds sufficient for such redemption at the time and place specified for payment pursuant to the Purchase AgreementPreferred Interest Redemption Notice, in addition all Preferred Interest Distributions on such Preferred Interests to this Note, are outstanding (collectively, be redeemed shall cease to accumulate and all rights of holders of the “Outstanding Notes”) and the Company pursuant to this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action Preferred Interests as Limited Partners with respect to all Outstanding Notes the Preferred Interests to be redeemed shall cease, except the right to receive the Preferred Interest Redemption Price and make the Preferred Interests shall not thereafter be transferred on the books of the Transfer Agent or be deemed to be outstanding for any purpose whatsoever. The Partnership shall be entitled to receive from the Paying Agent the interest income, if any, earned on such payments funds deposited with the Paying Agent (to the extent that such interest income is not required to pay the Preferred Interest Redemption Price of the Preferred Interests to be redeemed), and the holders of any Preferred Interests so redeemed shall have no claim to any such interest income. Any funds deposited with the Paying Agent hereunder by the Partnership for any reason, including redemption of the Preferred Interests that remain unclaimed or unpaid after two years after the applicable Preferred Interest Redemption Date or other payment date, as applicable, shall be, to the extent permitted by law, repaid to the Partnership upon its written request, after which repayment the Preferred Interest Holders entitled to such redemption or other payment shall have recourse only to the Partnership. Notwithstanding any Preferred Interest Redemption Notice, there shall be no redemption of any Preferred Interests called for redemption until funds sufficient to pay the full Preferred Interest Redemption Price of the Preferred Interests shall have been deposited by the Partnership with the Paying Agent. (f) Any Preferred Interests that are redeemed or otherwise acquired by the Partnership shall be canceled. If only a portion of the Preferred Interests represented by a certificate shall have been called for redemption, the Paying Agent shall adjust the applicable book-entry account representing the number of Preferred Interests that have not been called for redemption. (g) Notwithstanding anything to the contrary in this Article XVI, in the event that full cumulative distributions on the Preferred Interests shall not have been paid or declared and set apart for payment, none of the Partnership, the General Partner or any Affiliate of the General Partner shall be permitted to repurchase, redeem or otherwise acquire, in whole or in part, any Preferred Interests except pursuant to a purchase or exchange offer made on the same terms to all holders Preferred Interest Holders. None of Outstanding Notes the Partnership, the General Partner or any Affiliate of the General Partner shall be permitted to redeem, repurchase or otherwise acquire any Partnership Interests unless full cumulative distributions on a pro rata basis based upon the Redemption Amount of each Outstanding NotePreferred Interests for all prior and the then-ending Preferred Interest Distribution Periods shall have been paid or declared and set apart for payment.

Appears in 1 contract

Sources: Limited Partnership Agreement (Emerge Energy Services LP)

Optional Redemption. (a) The Company Issuer may prepay effect an Optional Redemption of the Notes, in whole or in part, and reduce the Commitment Amount, on any Redemption Date (such Redemption Date shall be a date to be specified in a notice to be delivered as described in the second sentence of this Note (“Optional Redemption”‎Section 10.01(a)) by paying deposit in full of the Redemption Price in the Distribution Account for distribution to the Holder a sum of money equal to one hundred percent (100%) applicable Holders of the Principal Amount outstanding at Notes and other persons entitled thereto by 10:00 a.m. (New York, New York time) on the Business Day preceding the applicable Redemption Date whereupon all such time together Notes shall be due and payable on the applicable Redemption Date, in connection with accrued but unpaid interest thereon which the Issuer shall comply with the provisions of this ‎Section 10.01 and any and all other sums due, accrued or payable ‎Section 10.02 hereof. The Issuer will furnish notice of such election to the Holder arising under this NoteTrustee, the Purchase Agreement or any other Related Agreement (Owner Trustee, the “Redemption Amount”) outstanding on Trust’s Agent and the Redemption Payment Date (as defined below). The Company shall deliver to the Holder a written notice of redemption (the “Notice of Redemption”) specifying the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be Rating Agency no later than ten (10) business days Business Days prior to the proposed Redemption Date. Any Optional Redemption of the Notes during the Aggregation Period shall be accompanied by a corresponding, equal and permanent reduction of the Commitment Amount. (b) The Notes to be redeemed shall, following delivery of a notice of an Optional Redemption complying with ‎Section 10.02 hereof, on the Redemption Date become due and payable at the Redemption Price with respect thereto and (unless such Redemption Price is not paid) no interest shall accrue on such Redemption Price for any period after the date to which accrued interest is calculated for purposes of calculating the Notice of Redemption (the “Redemption Period”)Price. On the Redemption Payment Date, upon deposit in full by the Issuer in the Distribution Account of an amount equal to the Redemption Amount must Price, the Noteholders shall have no interest therein nor any claim to any distributions in respect of the Indenture Collateral (other than the Transaction Accounts). (c) The portion of the Redemption Price constituting payment of principal or the Make-Whole Amount, if applicable, of the Notes shall be paid distributed to Noteholders in good funds accordance with Section 7.05(b) of the Sale and Servicing Agreement and all other amounts included in the Redemption Price shall be distributed in accordance with Section 7.05(a) of the Sale and Servicing Agreement. (d) The Issuer may withdraw any notice of Optional Redemption or specify a new Redemption Date at any time prior to the Holder. In the event the Company fails to pay the proposed Redemption Amount on the Redemption Payment Date as set forth herein, then in any prior notice of Optional Redemption by providing written notice to the Trustee and the Rating Agency by no later than the second Business Day preceding such Redemption Notice will be null and voidDate. If any Notes issued pursuant A withdrawal of such notice of Optional Redemption or the inability of the Issuer to the Purchase Agreement, in addition to this Note, are outstanding (collectively, the “Outstanding Notes”) and the Company pursuant to this Section 1.3 elects to make complete an Optional Redemption, then Redemption of the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders will not constitute an Event of Outstanding Notes on a pro rata basis based upon the Redemption Amount of each Outstanding NoteDefault.

Appears in 1 contract

Sources: Indenture (Horizon Technology Finance Corp)

Optional Redemption. The Company may prepay this Note will have the option of redeeming any outstanding Notes ("Optional Redemption") by paying to the Holder Subscriber a sum of money equal to one hundred percent (100%) 125% of the Principal Amount outstanding at such time principal amount of the Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder Subscriber arising under this NoteSubscription Agreement, the Purchase Agreement Note or any other Related Agreement document delivered herewith (the “"Redemption Amount") outstanding on the Redemption Payment Date (as defined below). The Company shall deliver to the Holder a written day notice of redemption (the “"Notice of Redemption) specifying is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the date for such Optional Redemption Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (the “Redemption Payment Date”), which date shall be ten (105) business days after receipt of a Notice of Redemption to give the date Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption (provided the Conversion Price elected by the Subscriber is the Maximum Base Price set forth in Section 2.1(b)(i) of the Note. A Notice of Redemption Period”). On must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Payment Date, the Amount. The Redemption Amount must be paid in good funds to the HolderSubscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount on by the Optional Redemption Payment Date as set forth hereinDate, then such the Redemption Notice will be null and void. If any Notes issued pursuant to the Purchase Agreement, in addition to this Note, are outstanding (collectively, the “Outstanding Notes”) void and the Company pursuant will thereafter have no further right to this Section 1.3 elects to make effect an Optional Redemption, then and at the Company shall take Subscription's election, the same action with respect to all Outstanding Notes Redemption Amount will be deemed a Mandatory Redemption Payment and make such payments the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Outstanding Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a pro rata basis based Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Amount Date; and (iii) the closing price of the Common Stock on the Principal Market (or other market if not listed or trading on a Principal Market) is less than the Maximum Base Price for each Outstanding Noteof the ten (10) trading days preceding the Redemption Date. Note proceeds may not be used to effect an Optional Redemption.

Appears in 1 contract

Sources: Subscription Agreement (Ivg Corp)

Optional Redemption. The Company may prepay this Note will have the option of -------------------- redeeming any outstanding Notes and outstanding Put Notes ("Optional Redemption") by paying to the Holder Subscriber a sum of money equal to one hundred percent (100%) 135% of the Principal Amount outstanding at such time principal amount of the Note or Put Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder Subscriber arising under this Subscription Agreement, Note, the Purchase Agreement Put Note or any other Related Agreement document delivered herewith (the “"Redemption Amount") outstanding on the Redemption Payment Date (as defined below). The Company shall deliver to the Holder a written day notice of redemption (the “"Notice of Redemption) specifying is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note or Put Note for which notice of conversion has been given by the date for such Optional Redemption Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within seven (the “Redemption Payment Date”), which date shall be ten (107) business days after receipt of a Notice of Redemption to give the date Company Notice of Conversion in connection with some or all of the Note and Put Note principal which was the subject of the Notice of Redemption. A Notice of Redemption (must be accompanied by a certificate signed by the “Redemption Period”). On chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Payment Date, the Amount. The Redemption Amount must be paid in good funds to the HolderSubscriber no later than the ninth (9th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount on by the Optional Redemption Payment Date as set forth hereinDate, then such the Redemption Notice will be null and void. If any Notes issued pursuant to the Purchase Agreement, in addition to this Note, are outstanding (collectively, the “Outstanding Notes”) void and the Company pursuant will thereafter have no further right to this Section 1.3 elects to make effect an Optional Redemption, then and at the Company shall take Subscription's election, the same action with respect to all Outstanding Notes Redemption Amount will be deemed a Mandatory Redemption Payment and make such payments the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note and Put Note. Any Notice of Redemption must be given to all holders of Outstanding Notes and Put Notes issued in connection with the Initial Offering, in proportion to their holdings of Note and Put Note principal on a pro rata basis based Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; (ii) the Company Shares issuable upon conversion of the full outstanding Note and Put Note principal are included in a registration statement effective as of the Redemption Amount Date; and (iii) the average closing bid price on the Principal Market for the ten (10) trading days prior to the Redemption Date is not less than 200% of each Outstanding Notethe applicable Conversion in effect on the day preceding the Redemption Date. Note and Put Note proceeds may not be used to effect an Optional Redemption.

Appears in 1 contract

Sources: Subscription Agreement (Global Telemedia International Inc)

Optional Redemption. The Company may prepay this Note At any time prior to October 15, 2065 (“Optional Redemption”) by paying which is the date that is six months prior to the Holder a sum of money equal to one hundred percent (100%) maturity of the Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement or any other Related Agreement Notes (the “Redemption AmountPar Call Date)), the Company may choose to redeem all or any portion of the Notes at a redemption price calculated by the Company equal to the greater of: (a) outstanding 100% of the principal amount of the Notes to be redeemed; and (b) the present values of the remaining scheduled payments of principal and interest on such Notes that would have been due if the Notes matured on the Redemption Payment Notes Par Call Date (as defined belowbut excluding accrued and unpaid interest to but excluding the Redemption Date), computed using a discount rate equal to the Treasury Yield (determined on the second Business Day immediately preceding the Redemption Date) plus 25 basis points, plus accrued and unpaid interest, if any, to but excluding the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date). The Trustee shall have no obligation to calculate or verify any make-whole premium. At any time on or after the Par Call Date, the Company may choose to redeem all or any portion of the Notes 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 the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant interest payment date). Any notice to the Holders of Notes of such a redemption must include the appropriate calculation of the Redemption Price, but need not include the Redemption Price itself. The actual Redemption Price must be set forth in an Officer’s Certificate of the Company delivered to the Trustee no later than two Business Days prior to the Redemption Date. In connection with any tender offer (including any Change of Control Offer made in accordance with the terms of the Indenture) for Notes, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice to the Holders (with a copy to the Trustee), given not more than 30 days following such purchase date, to redeem or purchase all the Notes that remain outstanding following such purchase at a price equal to the price paid to the Holders in such tender offer plus, to the extent not included in the purchase price, accrued and unpaid interest and Additional Amounts, if any, on the Notes that remain outstanding, to, but excluding, the date of redemption. The Company shall deliver to calculate the Holder a written notice of redemption (the “Notice of Redemption”) specifying the date for such Optional Redemption (the “Redemption Payment Date”)price in connection with any redemption, which date shall be ten (10) business days after the date of the Notice of Redemption (the “Redemption Period”). On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void. If any Notes issued pursuant to the Purchase Agreement, in addition to this Note, are outstanding (collectively, the “Outstanding Notes”) and the Company pursuant Trustee shall have no duty to this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make calculate or verify any such payments to all holders of Outstanding Notes on a pro rata basis based upon the Redemption Amount of each Outstanding Notecalculation.

Appears in 1 contract

Sources: Indenture (JBS USA FOOD Co HOLDINGS)

Optional Redemption. The Company Issuer may prepay this Note redeem the Notes in whole or in part, at its option, at any time or from time to time prior to Maturity (“Optional Redemption”) by paying to the Holder a sum date of money equal to one hundred percent (100%) of the Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums dueredemption, accrued or payable to the Holder arising under this Note, the Purchase Agreement or any other Related Agreement (the “Redemption AmountDate) outstanding on the Redemption Payment Date (as defined below). The Company shall deliver Redemption Price will be equal to the Holder greater of: (i) 100% of the aggregate principal amount of the Notes to be redeemed; or (ii) the sum, as determined by the Independent Investment Banker based on the Reference Treasury Dealer Quotations, of the present values of the Remaining Scheduled Payments, discounted to the Redemption Date on a written notice semi-annual basis (assuming a 360-day year consisting of redemption (the “Notice of Redemption”) specifying the date for such Optional Redemption (the “Redemption Payment Date”twelve 30-day months), which date shall using a rate equal to the Treasury Rate plus 20 basis points (such sum to be ten calculated as set forth in the Indenture), plus, in the case of (10i) business days after the date of the Notice of Redemption or (the “Redemption Period”ii). On the Redemption Payment Date, accrued interest thereon to, but not including, the Redemption Amount must 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 paid in good funds payable on the Interest Payment Date to the Holderregistered Holders as of the close of business on the relevant Regular Record Date according to the Notes and the Indenture, subject to the applicable procedures of the Depositary. In On and after the event Redemption Date for the Company fails 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 Amount Price of the Notes to be redeemed on the Redemption Payment Date. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee by lot, on a pro-rata basis or by such method as the Trustee deems fair and appropriate and subject, in the case of Notes represented by Global Securities, to the applicable 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 hereinin the Indenture, then such Redemption Notice will shall be null and void. If any Notes issued pursuant set forth in an Officer’s Certificate of the Issuer delivered to the Purchase Agreement, Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in addition to this Note, are outstanding (collectivelythe Indenture, the “Outstanding Notes”) Notes called for redemption shall become due and the Company pursuant to this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders of Outstanding Notes payable on a pro rata basis based upon the Redemption Amount of each Outstanding NoteDate and at the applicable Redemption Price.

Appears in 1 contract

Sources: Fifth Supplemental Indenture (Intel Corp)

Optional Redemption. The Notes will be redeemable, at the Company’s option, in whole or in part, at any time and from time to time at a redemption price equal to the greater of (A) 100.0% 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 to maturity discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, plus accrued interest thereon to the Redemption Date. Notwithstanding the foregoing, in connection with any tender offer for any Notes, if Holders of not less than 90% in the aggregate principal amount of the Outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or any other Person making such tender offer, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company will have the right, upon notice given not more than 30 days following such purchase pursuant to such tender offer, to redeem all of the Notes that remain outstanding following such purchase at a price in cash equal to the price offered to each Holder in such tender offer, plus, to the extent not included in the tender offer payment, accrued and unpaid interest to but excluding the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date falling prior to or on the Redemption Date). Any redemption of Notes may be made upon notice sent electronically or, at the Company’s option, mailed by first-class mail to each Holder’s registered address in accordance with Section 1005, and, if applicable, the Company should notify the Trustee of such Redemption Date, and the principal amount of Notes to be redeemed in accordance with Section 1003. The Company may prepay this Note provide in any redemption notice that payment of the redemption price and the performance of the Company’s obligations with respect to such redemption may be performed by another Person. Any redemption of Notes (“Optional Redemption”including in connection with an Equity Offering) by paying or notice thereof may, at the Company’s discretion, be subject to the Holder a sum of money equal to one hundred percent satisfaction (100%or, waiver by the Company in its sole discretion) of the Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued one or payable to the Holder arising under this Note, the Purchase Agreement or any other Related Agreement (the “Redemption Amount”) outstanding on the Redemption Payment Date (as defined below). The Company shall deliver to the Holder a written notice of redemption (the “Notice of Redemption”) specifying the date for such Optional Redemption (the “Redemption Payment Date”)more conditions precedent, which date shall be ten (10) business days after may include consummation of any related Equity Offering or the date occurrence of a Change of Control. If such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice may state that, in the Notice of Redemption (the “Redemption Period”). On the Redemption Payment DateCompany’s discretion, the Redemption Amount must Date may be paid delayed until such time as any or all such conditions shall be satisfied (or waived by the Company in good funds to the Holder. In its sole discretion), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been (or, in the Company’s sole determination, may not be) satisfied (or waived by the Company fails to pay in its sole discretion) by the Redemption Amount on Date, or by the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void. If any Notes issued pursuant to the Purchase Agreement, in addition to this Note, are outstanding (collectively, the “Outstanding Notes”) and the Company pursuant to this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders of Outstanding Notes on a pro rata basis based upon the Redemption Amount of each Outstanding Noteso delayed.

Appears in 1 contract

Sources: Indenture (L Brands, Inc.)

Optional Redemption. The Company may prepay this will have the option of redeeming any outstanding principal of the Note (“Optional Redemption”"OPTIONAL REDEMPTION") by paying to the Holder a sum Purchaser 120% of money equal to one hundred percent (100%) of the Principal Amount outstanding at such time amount, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder Purchaser arising under this NoteAgreement, the Purchase Agreement Note or any other Related Agreement document delivered herewith (the “Redemption Amount”"REDEMPTION AMOUNT") outstanding on the Redemption Payment Date (as defined below). The Company shall deliver to the Holder a written day notice of redemption (the “"NOTICE OF REDEMPTION") is delivered to a Purchaser ("REDEMPTION DATE"). A Notice of Redemption”) specifying Redemption may not be given in connection with any portion of Note for which a Notice of Conversion has been given by the date for such Optional Purchaser at any time before receipt of a Notice of Redemption or given pursuant to the following sentence. The Purchaser may elect within five (the “Redemption Payment Date”), which date shall be ten (105) business days after receipt of a Notice of Redemption to give the date Company a Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption (the “Redemption Period”)Redemption. On the Redemption Payment Date, the The Redemption Amount must be paid in good funds to the HolderPurchaser no later than the seventh (7th) business day after the Redemption Date ("OPTIONAL REDEMPTION PAYMENT DATE"). In the event the Company fails to pay the Redemption Amount on by the Optional Redemption Payment Date as set forth hereinDate, then such the Redemption Notice will be null and void. If any Notes issued pursuant to A Notice of Redemption may be given by the Purchase AgreementCompany, provided (i) no Event of Default as described in addition to this Note, the Note shall have occurred or be continuing; and (ii) the Note Shares issuable upon conversion of the full outstanding Note principal are outstanding (collectively, the “Outstanding Notes”) and the Company pursuant to this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders included for unrestricted resale in a registration statement effective as of Outstanding Notes on a pro rata basis based upon the Redemption Amount of each Outstanding NoteDate.

Appears in 1 contract

Sources: Securities Purchase Agreement (Netguru Inc)

Optional Redemption. (a) The Company may prepay this Note Notes shall be subject to redemption, as a whole at any time or in part from time to time, at the option of the Company. (“Optional Redemption”b) by paying If the Notes are redeemed prior to the Holder a sum of money equal to one hundred percent (100%) of the Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement or any other Related Agreement (the “Redemption Amount”) outstanding on the Redemption Payment Date (as defined below). The Company shall deliver to the Holder a written notice of redemption (the “Notice of Redemption”) specifying the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be ten (10) business days after the date of the Notice of Redemption (the “Redemption Period”). On the Redemption Payment Par Call Date, the Redemption Amount must Price will be paid in good funds equal to the Holder. In greater of (i) 100% of the event principal amount of the Company fails Notes to pay be redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such Notes matured on the Par Call Date from the Redemption Amount Date to the Par Call Date (exclusive of any interest accrued to the Redemption Date), discounted to the date on which the Notes are to be redeemed on a semi-annual basis assuming a 360-day year consisting of twelve 30-day months, at the Treasury Rate plus 25 basis points, plus any interest accrued but not paid on the Redemption Payment Date as set forth herein, then such Redemption Notice will Notes to be null and void. If any Notes issued pursuant redeemed to the Purchase Agreement, in addition date on which the Notes are to this Note, be redeemed (subject to the right of Holders on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date). (c) If the Notes are outstanding (collectivelyredeemed on or after the Par Call Date, the “Outstanding Notes”Redemption Price for the Notes will equal 100% of the principal amount of the Notes to be redeemed, plus any interest accrued but not paid on the Notes to be redeemed to the date on which the Notes are to be redeemed (subject to the right of Holders on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date). (d) Unless the Issuers default in payment of the Redemption Price, on and after the Company pursuant Redemption Date interest will cease to this Section 1.3 elects accrue on the Notes or portions thereof called for redemption. (e) If less than all of the Notes are to make an Optional Redemptionbe redeemed at any time, then the Company shall take the same action with respect to all Outstanding Trustee will select Notes and make such payments to all holders of Outstanding Notes for redemption on a pro rata basis based upon basis. No Notes of $2,000 or less can be redeemed in part. (f) Notices of redemption will be delivered at least 30 but not more than 60 days before the Redemption Amount Date to each Holder of each Outstanding NoteNotes to be redeemed at its registered address, except that notices may be mailed more than 60 days prior to a Redemption Date if the notice is issued in connection with a Covenant Defeasance or Defeasance with respect to the Notes or a satisfaction and discharge of the Indenture with respect to the Notes. A notice of redemption need not set forth the exact Redemption Price but only the manner of calculation thereof. (g) In the event of any redemption requiring a calculation of the present value of the principal and interest payments in respect of Notes, the Company shall appoint a calculation agent to make any such required calculation.

Appears in 1 contract

Sources: Fourth Supplemental Indenture (BAKER HUGHES a GE Co LLC)

Optional Redemption. The Company may prepay this Note Securities are redeemable at the option of the Issuer, in whole but not in part, on (i) any day falling in the period commencing on (and including) June 15, 2030 and ending on (and including) the first Reset Date or (ii) any day falling in the period commencing on (and including) the date that is six months before any subsequent Reset Date and ending on (and including) such Reset Date, as described under Description of Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities—Redemption—Optional Redemption”) by paying to ” in the Holder Preliminary Prospectus Supplement. Regulatory Event Redemption The Securities are also redeemable, in whole but not in part, at any time at the option of the Issuer in the event of a sum change in certain U.K. regulatory capital requirements, as described under “Description of money equal to one hundred percent Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities—Redemption—Regulatory Event Redemption” in the Preliminary Prospectus Supplement. Tax Redemption The Securities are also redeemable, in whole but not in part, at any time at the option of the Issuer upon the occurrence of certain tax events, as described under “Description of Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities—Redemption—Tax Redemption” in the Preliminary Prospectus Supplement. Substitution or Variation Following the occurrence of certain tax events or a change in certain U.K. regulatory capital requirements, the Issuer may, at its option, either substitute all (100%but not some only) of the Principal Amount Securities for, or vary the terms of the Securities so that they remain or, as appropriate, become, Compliant Securities subject to the conditions and procedures set forth under “Description of Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities—Substitution or Variation” in the Preliminary Prospectus Supplement. Clean-up Call If, at any time from the fifth anniversary of the Issue Date (unless otherwise permitted by the PRA), the outstanding aggregate principal amount of the Securities is 25% or less of the aggregate principal amount of the Securities originally issued, the Issuer may redeem all (but not some only) of the outstanding Securities at such time a redemption price equal to 100% of their principal amount, together with any accrued but unpaid interest thereon (which excludes any interest cancelled or deemed cancelled as described under “Description of Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities—Interest Cancellation—Interest Payments Discretionary” or “Description of Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities—Interest Cancellation—Restriction on Interest Payments” in the Preliminary Prospectus Supplement) to (but excluding) the date fixed for redemption. Denominations £200,000 and any and all other sums due, accrued or payable to integral multiples of £1,000 in excess thereof. ISIN / FISN / CFI Code / Common Code XS2813323503 / as referenced on the Holder arising under this Note, the Purchase Agreement or any other Related Agreement Association of National Numbering Agencies (the Redemption Amount▇▇▇▇”) outstanding website / as referenced on the Redemption Payment Date ▇▇▇▇ website / 281332350 Legal Entity Identifier (as defined below). The Company shall deliver to the Holder a written notice of redemption (the Notice of RedemptionLEI”) specifying the date for such Optional Redemption Code 213800LBQA1Y9L22JB70. ▇▇▇▇▇▇▇ ▇▇▇▇▇ 8.773% (the “Redemption Payment Date”annual), which date shall be ten (10) business days after the date of the Notice of Redemption (the “Redemption Period”). On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void. If any Notes issued pursuant to the Purchase Agreement, in addition to this Note, are outstanding (collectively, the “Outstanding Notes”) and the Company pursuant to this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders of Outstanding Notes on a pro rata basis based upon the Redemption Amount of each Outstanding Note.

Appears in 1 contract

Sources: Pricing Agreement (Barclays PLC)

Optional Redemption. The Subject to the provisions of this Section, at any time after the twelve (12) month anniversary of the Original Issue Date, the Company may prepay deliver a written notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem all of the then outstanding principal amount of this Note for cash in an amount equal to the Optional Redemption Amount on the 60th calendar day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date”, such 60 calendar day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption”) by paying to the Holder a sum of money equal to one hundred percent (100%) of the Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement or any other Related Agreement (the “Redemption Amount”) outstanding on the Redemption Payment Date (as defined below). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may only effect an Optional Redemption if each of the Equity Conditions shall deliver have been met (unless waived in writing by the Holder) on each Trading Day during the period commencing on the Optional Redemption Notice Date through to the Holder a written notice of redemption (the “Notice of Redemption”) specifying Optional Redemption Date and through and including the date for such payment of the Optional Redemption Amount is actually made in full. If any of the Equity Conditions shall cease to be satisfied at any time during the Optional Redemption Period, then the Holder may elect to nullify the Optional Redemption Notice by notice to the Company within 3 Trading Days after the first day on which any such Equity Condition has not been met (provided that if, by a provision of the “Redemption Payment Date”)Transaction Documents, which date the Company is obligated to notify the Holder of the non-existence of an Equity Condition, such notice period shall be ten (10) business days after the date of the Notice of Redemption (the “Redemption Period”). On the Redemption Payment Date, the Redemption Amount must be paid in good funds extended to the Holder. In third Trading Day after proper notice from the event Company) in which case the Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Optional Redemption Notice will shall be null and void, ab initio. If any The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full. The Company’s determination to pay an Optional Redemption in cash shall be applied ratably to all of the holders of the then outstanding Notes issued based on their (or their predecessor’s) initial purchases of Notes pursuant to the Purchase Agreement, in addition to this Note, are outstanding (collectively, the “Outstanding Notes”) and the Company pursuant to this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders of Outstanding Notes on a pro rata basis based upon the Redemption Amount of each Outstanding Note.

Appears in 1 contract

Sources: Convertible Security Agreement (PhoneBrasil International Inc)

Optional Redemption. The Issuers or the Company may prepay this Note (“Optional Redemption”) choose to redeem all or any portion of the Notes, at any time and from time to time prior to January 15, 2027, upon payment of a Redemption Price calculated by paying the Issuers equal to the Holder greater of: (a) 101% of the principal amount of the Notes to be redeemed; and (b) the present value at the Redemption Date of (1) the Redemption Price of the Notes to be redeemed at January 15, 2027 (based on (x) the Initial Rate of Interest if the Sustainability Performance Target of the Parent has been satisfied and the Sustainability Performance Target of the Parent has been confirmed by the External Verifier or (y) the Subsequent Rate of Interest if the Sustainability Performance Target of the Parent has not been satisfied and/or the Sustainability Performance Target of the Parent has not been confirmed by the External Verifier) plus (2) the remaining scheduled payments of interest (calculated using the Initial Rate of Interest) from the Redemption Date through January 15, 2027 (but excluding accrued and unpaid interest to but excluding the Redemption Date), computed using a sum of money discount rate equal to one hundred percent the Treasury Yield (100%determined on the second Business Day immediately preceding the Redemption Date) plus 50 basis points, plus, in either case, accrued and unpaid interest, if any, to but excluding the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date). The Trustee shall have no obligation to calculate or verify any make-whole premium. On and after January 15, 2027, the Issuers or the Company may redeem the Notes, in whole or in part, at the following redemption prices (expressed as a percentage of principal amount of the Principal Amount Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to but excluding the applicable Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date), if redeemed during the twelve-month period beginning on January 15 of each of the years indicated below: Year Percentage (if the Sustainability Performance Target of the Parent has been satisfied and the Sustainability Performance Target of the Parent has been confirmed by the External Verifier) Percentage (if the Sustainability Performance Target of the Parent has not been satisfied and/or the Sustainability Performance Target of the Parent has not been confirmed by the External Verifier) 2027 101.813 % 101.938 % 2028 101.208 % 101.292 % 2029 100.604 % 100.646 % 2030 and thereafter 100.000 % 100.000 % Prior to January 15, 2027, the Issuers or the Company may on any one or more occasions redeem up to 40% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) with the Net Cash Proceeds of one or more Equity Offerings at a redemption price equal to 103.625% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to but excluding the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date); provided that (i) at least 50% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) remains outstanding after each such redemption; and (ii) such redemption occurs within 120 days after the closing of such Equity Offering. Any notice to the Holders of Notes of such a redemption must include the appropriate calculation of the Redemption Price, but need not include the Redemption Price itself. The actual Redemption Price must be set forth in an Officer’s Certificate of the Issuers or the Company delivered to the Trustee no later than two Business Days prior to the Redemption Date. In connection with any tender offer (including any Change of Control Offer made in accordance with the terms of the Indenture) for Notes, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice to the Holders (with a copy to the Trustee), given not more than 30 days following such purchase date, to redeem or purchase all the Notes that remain outstanding following such purchase at a price equal to the price paid to the Holders in such time together with tender offer plus, to the extent not included in the purchase price, accrued but and unpaid interest thereon and any and all other sums dueAdditional Amounts, accrued or payable to if any, on the Holder arising under this NoteNotes that remain outstanding, to, but excluding, the Purchase Agreement or any other Related Agreement (the “Redemption Amount”) outstanding on the Redemption Payment Date (as defined below)date of redemption. The Company shall deliver to calculate the Holder a written notice of redemption (the “Notice of Redemption”) specifying the date for such Optional Redemption (the “Redemption Payment Date”)price in connection with any redemption, which date shall be ten (10) business days after the date of the Notice of Redemption (the “Redemption Period”). On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void. If any Notes issued pursuant to the Purchase Agreement, in addition to this Note, are outstanding (collectively, the “Outstanding Notes”) and the Company pursuant Trustee shall have no duty to this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make calculate or verify any such payments to all holders of Outstanding Notes on a pro rata basis based upon the Redemption Amount of each Outstanding Notecalculation.

Appears in 1 contract

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

Optional Redemption. (a) The Company Issuer may prepay this Note (“Optional Redemption”) by paying redeem the Notes at its option and sole discretion, at any time or from time to time prior to the Holder Par Call Date, in whole or in part, at a Redemption Price equal to the greater of (i) 100% of the principal amount of the Notes being redeemed; or (ii) as determined by the Quotient Agent, the sum of money equal to one hundred percent (100%) the present values of the Principal Amount outstanding remaining scheduled payments of principal and Interest thereon that would be due if such Notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of Interest accrued as of the Redemption Date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at such time together with accrued but unpaid interest thereon and any and all other sums duethe Adjusted Treasury Rate plus 15 basis points, plus, in each case, accrued and unpaid Interest thereon to, but not including, the applicable Redemption Date; provided, however, that if the Redemption Date falls after a Record Date and on or payable prior to the Holder arising under this Note, the Purchase Agreement or any other Related Agreement (the “Redemption Amount”) outstanding on the Redemption Payment Date (as defined below). The Company shall deliver to the Holder a written notice of redemption (the “Notice of Redemption”) specifying the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be ten (10) business days after the date of the Notice of Redemption (the “Redemption Period”). On the Redemption corresponding Interest Payment Date, the Redemption Amount must be paid in good funds Issuer will pay the full amount of accrued and unpaid Interest, if any, on such Interest Payment Date to the HolderHolder of record of the Notes at the close of business on the corresponding Record Date (instead of the Holder surrendering its Notes for redemption). In Notwithstanding the event foregoing, if the Company fails to pay Notes are redeemed on or after the Par Call Date, the Redemption Amount Price will be equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid Interest thereon to, but not including, the applicable Redemption Date. (b) If any Redemption Date falls on a day that is not a Business Day, the required payment of the Redemption Price will be made on the Redemption Payment Date next succeeding Business Day as set forth hereinif made on the date on which such payment was due, then and no interest will accrue on such payment for the period from and after such Redemption Notice will be null and void. If any Notes issued pursuant Date to the Purchase Agreementdate of such payment on the next succeeding Business Day. (c) If the Issuer elects to redeem the Notes in part, the Trustee will select the Notes to be redeemed (in principal amounts of $2,000 and integral multiples of $1,000 in excess thereof), in addition to this Notethe case of certificated notes, are outstanding on a pro rata basis, by lot or such other method it deems fair and appropriate and, in the case of Global Notes held through the Depositary, in accordance with the applicable procedures of the Depositary. (collectively, d) The Issuer will not redeem the “Outstanding Notes”) and the Company Notes pursuant to this Section 1.3 elects 2.11 on any date if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded or cured on or prior to make an Optional Redemption, then such date. (e) Notice of redemption pursuant to this Section 2.11 shall be given in the Company shall take manner provided in Sections 106 and 1104 of the same action with respect Base Indenture not later than 15 days and not earlier than 60 days prior to all Outstanding Notes and make such payments to all holders of Outstanding Notes on a pro rata basis based upon the Redemption Amount Date, to each Holder of each Outstanding NoteNotes to be redeemed.

Appears in 1 contract

Sources: Fifth Supplemental Indenture (Life Storage Lp)

Optional Redemption. (a) The provisions of Article 10 of the Base Indenture shall be applicable to the Notes, subject to the provisions of this Section 2.06. (b) The Company may prepay this Note may, at its option, redeem the Notes, in whole or in part, at any time prior to February 1, 2026 (“Optional Redemption”) by paying the date that is 1 month prior to the Holder a sum of money equal to one hundred percent (100%maturity date) of the Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement or any other Related Agreement (the “Redemption AmountPar Call Date”) outstanding at a Redemption Price equal to the greater of (i) 100% of the aggregate principal amount of Notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal of (or the portion of the principal of) and interest on the Notes to be redeemed that would have been due if the Notes matured on the Par Call Date, not including accrued and unpaid interest, if any, to the Redemption Date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year of twelve 30-day months) at the Treasury Rate plus 10.0 basis points, plus, in each case, accrued and unpaid interest, if any, on the Notes being redeemed to, but excluding, the Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on any Interest Payment Date (as defined belowthat is on or prior to the Redemption Date). The Company shall deliver to give the Holder a Trustee written notice of the Redemption Price with respect to any redemption pursuant to this clause (b) promptly after the “Notice of Redemption”) specifying calculation thereof and the date Trustee shall have no responsibility for such Optional Redemption (the “Redemption Payment Date”), which date shall be ten (10) business days calculation. On or after the date of the Notice of Redemption (the “Redemption Period”). On the Redemption Payment Par Call Date, the Company may, at its option, redeem the Notes, in whole or in part, at a Redemption Amount must be paid in good funds 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 excluding, the Redemption Date (subject to the Holder. In right of Holders of record on the event the Company fails relevant Regular Record Date to pay receive interest due on any Interest Payment Date that is on or prior to the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void. If any Notes issued pursuant to the Purchase Agreement, in addition to this Note, are outstanding Date). (collectively, the “Outstanding Notes”c) and the Company Any redemption or notice thereof pursuant to this Section 1.3 elects 2.06 may, at the Company’s discretion, be subject to make one or more conditions precedent, including, but not limited to, completion of an Optional Redemptionequity offering, then the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders other offering, issuance of Outstanding Notes on a pro rata basis based upon the Redemption Amount of each Outstanding Noteindebtedness or other transaction or event.

Appears in 1 contract

Sources: Supplemental Indenture (Fidelity National Information Services, Inc.)

Optional Redemption. The Company may prepay this Note At any time prior to January 20, 2035 (“Optional Redemption”) by paying which is the date that is three months prior to the Holder a sum of money equal to one hundred percent (100%) maturity of the Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement or any other Related Agreement Notes (the “Redemption AmountPar Call Date)), the Company may choose to redeem all or any portion of the Notes at a redemption price calculated by the Company equal to the greater of: (a) outstanding 100% of the principal amount of the Notes to be redeemed; and (b) the present values of the remaining scheduled payments of principal and interest on such Notes that would have been due if the Notes matured on the Redemption Payment Notes Par Call Date (as defined belowbut excluding accrued and unpaid interest to but excluding the Redemption Date), computed using a discount rate equal to the Treasury Yield (determined on the second Business Day immediately preceding the Redemption Date) plus 25 basis points, plus accrued and unpaid interest, if any, to but excluding the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date). The Trustee shall have no obligation to calculate or verify any make-whole premium. At any time on or after the Par Call Date, the Company may choose to redeem all or any portion of the Notes 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 the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant interest payment date). Any notice to the Holders of Notes of such a redemption must include the appropriate calculation of the Redemption Price, but need not include the Redemption Price itself. The actual Redemption Price must be set forth in an Officer’s Certificate of the Company delivered to the Trustee no later than two Business Days prior to the Redemption Date. In connection with any tender offer (including any Change of Control Offer made in accordance with the terms of the Indenture) for Notes, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice to the Holders (with a copy to the Trustee), given not more than 30 days following such purchase date, to redeem or purchase all the Notes that remain outstanding following such purchase at a price equal to the price paid to the Holders in such tender offer plus, to the extent not included in the purchase price, accrued and unpaid interest and Additional Amounts, if any, on the Notes that remain outstanding, to, but excluding, the date of redemption. The Company shall deliver to calculate the Holder a written notice of redemption (the “Notice of Redemption”) specifying the date for such Optional Redemption (the “Redemption Payment Date”)price in connection with any redemption, which date shall be ten (10) business days after the date of the Notice of Redemption (the “Redemption Period”). On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void. If any Notes issued pursuant to the Purchase Agreement, in addition to this Note, are outstanding (collectively, the “Outstanding Notes”) and the Company pursuant Trustee shall have no duty to this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make calculate or verify any such payments to all holders of Outstanding Notes on a pro rata basis based upon the Redemption Amount of each Outstanding Notecalculation.

Appears in 1 contract

Sources: Indenture (JBS B.V.)

Optional Redemption. The Company may prepay Commencing on the original Issue Date of this Note, the Borrower will have the option of prepaying the outstanding Principal amount of this Note (“Optional Redemption”) ), in whole or in part, by paying to the Holder a sum of money in cash equal to one hundred and twenty-five percent (100125%) of the Principal Amount outstanding at such time amount to be redeemed, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this NoteNote through the Redemption Payment Date, the Purchase Agreement or any other Related Agreement as defined below (the “Redemption Amount”) outstanding on the Redemption Payment Date (as defined below). The Company shall deliver Bo▇▇▇▇▇▇’▇ election to the Holder a written exercise its right to prepay must be by notice of redemption in writing (the “Notice of Redemption”) specifying ). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be ten a date certain not sooner than thirty (1030) business days Trading Days after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption, if given, may be given on the first Trading Day following ten (10) consecutive Trading Days (the “Lookback Period”) during which all of the Equity Conditions have been in effect. A Notice of Redemption shall not be effective with respect to any portion of the Principal Amount or interest for which the Holder has previously delivered an election to convert, or for conversions initiated or made by the Holder during the Redemption Period. A Notice of Redemption may be given only in connection with an amount of Common Stock that would not exceed the Beneficial Ownership Limitation. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount must against which the Holder has permissibly exercised its conversion rights, shall be paid in good funds to the Holder. If during the Redemption Period, Borrower announces or engages in a Fundamental Transaction, the Holder may elect, at Holder’s option, to exercise its rights under Section 5(d) herein. In the event the Company Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption Notice will be null and void, and (ii) Borrower will have no right to deliver another Notice of Redemption. If any Notes issued pursuant In the event the Equity Conditions cease to be in effect prior to the Purchase Agreement, in addition to this Note, are outstanding (collectivelypayment of the Redemption Amount, the “Outstanding Notes”) and Holder may cancel the Company pursuant to this Section 1.3 elects to make an Optional Notice of Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders of Outstanding Notes on a pro rata basis based upon the Redemption Amount of each Outstanding Note.

Appears in 1 contract

Sources: Convertible Security Agreement (Friendable, Inc.)

Optional Redemption. (a) The Company Issuer may prepay this Note (“Optional Redemption”) by paying redeem the Notes at its option and sole discretion, at any time or from time to time prior to the Holder Par Call Date, in whole or in part, at a Redemption Price equal to the greater of (i) 100% of the principal amount of the Notes being redeemed; or (ii) the sum of money equal to one hundred percent (100%) the present values of the Principal Amount outstanding remaining scheduled payments of principal and Interest thereon that would be due if such Notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of Interest accrued as of the Redemption Date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at such time together with accrued but unpaid interest thereon and any and all other sums duethe Adjusted Treasury Rate) plus 25 basis points, plus, in each case, accrued and unpaid Interest thereon to, but not including, the applicable Redemption Date; provided, however, that if the Redemption Date falls after a Record Date and on or payable prior to the Holder arising under this Note, the Purchase Agreement or any other Related Agreement (the “Redemption Amount”) outstanding on the Redemption Payment Date (as defined below). The Company shall deliver to the Holder a written notice of redemption (the “Notice of Redemption”) specifying the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be ten (10) business days after the date of the Notice of Redemption (the “Redemption Period”). On the Redemption corresponding Interest Payment Date, the Redemption Amount must be paid in good funds Issuer will pay the full amount of accrued and unpaid Interest, if any, on such Interest Payment Date to the HolderHolder of record of the Notes at the close of business on the corresponding Record Date (instead of the Holder surrendering its Notes for redemption). In Notwithstanding the event foregoing, if the Company fails to pay Notes are redeemed on or after the Par Call Date, the Redemption Amount Price will be equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid Interest thereon to, but not including, the applicable Redemption Date. (b) If any Redemption Date falls on a day that is not a Business Day, the required payment of the Redemption Price will be made on the Redemption Payment Date next succeeding Business Day as set forth hereinif made on the date on which such payment was due, then and no interest will accrue on such payment for the period from and after such Redemption Notice will be null and void. If any Notes issued pursuant Date to the Purchase Agreement, date of such payment on the next succeeding Business Day. (c) If the Issuer elects to redeem the Notes in addition to this Note, are outstanding (collectivelypart, the “Outstanding Notes”Trustee will select the Notes to be redeemed (in principal amounts of $2,000 and integral multiples of $1,000 in excess thereof) on a pro rata basis, by lot or such other method it deems fair and appropriate and in accordance with the Company applicable procedures of the Depositary. (d) The Issuer will not redeem the Notes pursuant to this Section 1.3 elects 2.11 on any date if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded or cured on or prior to make an Optional Redemption, then such date. (e) Notice of redemption pursuant to this Section 2.11 shall be given in the Company shall take manner provided in Sections 106 and 1104 of the same action with respect Base Indenture not later than 15 days and not earlier than 60 days prior to all Outstanding Notes and make such payments to all holders of Outstanding Notes on a pro rata basis based upon the Redemption Amount Date, to each Holder of each Outstanding NoteNotes to be redeemed.

Appears in 1 contract

Sources: Second Supplemental Indenture (Life Storage Lp)

Optional Redemption. The Company may prepay this Note (“Optional Redemption”) by paying to Securities are redeemable, at the Holder a sum of money equal to one hundred percent (100%) option of the Principal Amount outstanding Company, at any time prior to maturity in whole or from time to time in part, on a date fixed by the Company for such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement or any other Related Agreement redemption (the “Redemption AmountDate”) outstanding and at a price (the “Redemption Price”) equal to 100% of the principal amount thereof plus accrued and unpaid interest up to but not including the Redemption Date plus a Make-Whole Premium, if any is required to be paid. However, if the Redemption Date is after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the interest will be paid on the Redemption Date to the person in whose name the Securities are registered at the close of business on the Regular Record Date and not included in the Redemption Price. The Redemption Price will never be less than 100% of the principal amount of the Securities plus accrued and unpaid interest up to but not including the Redemption Date. The amount of the Make-Whole Premium is equal to the excess, if any, of: (i) the sum of the present values, calculated as of the Redemption Date, of :(A) the remaining scheduled payments of interest on the Securities to be redeemed that would be due after the Redemption Date but for such redemption (except that, if such Redemption Date is not an Interest Payment Date, the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued thereon to the Redemption Date); and (B) the principal amount that, but for the redemption, would have been payable at the Stated Maturity; over (ii) the aggregate principal amount of the Securities being redeemed. The present values of interest and principal payments referred to in clause (i) above will be determined in accordance with generally accepted principles of financial analysis. Those present values will be calculated by discounting the amount of each payment of interest or principal from the date that each payment would have been payable, but for the redemption, to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the Treasury Rate (as defined below)) plus 40 basis points. The Company shall deliver ‘‘Treasury Rate’’ means, with respect to the Holder a written notice of redemption (the “Notice of Redemption”) specifying the date for such Optional any Redemption (the “Redemption Payment Date”), which date shall be ten (10) business days after the date of the Notice of Redemption (the “Redemption Period”). On the Redemption Payment Date, the Redemption Amount must be paid in good funds rate per annum equal to the Holder. In semiannual equivalent yield to maturity (computed as of the event the Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then second Business Day immediately preceding such Redemption Notice will be null and void. If any Notes issued pursuant Date) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Purchase Agreement, in addition to this Note, are outstanding (collectively, the “Outstanding Notes”) and the Company pursuant to this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make Comparable Treasury Price for such payments to all holders of Outstanding Notes on a pro rata basis based upon the Redemption Amount of each Outstanding NoteDate.

Appears in 1 contract

Sources: Supplemental Indenture (Transocean Inc)

Optional Redemption. The Company may prepay this will have the option of redeeming any outstanding Note ("Optional Redemption") by paying to the Holder Subscriber a sum of money equal to one hundred percent (100%) 125% of the Principal Amount outstanding at such time principal amount of the portion of the Note described below together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder Subscriber arising under this NoteSubscription Agreement, the Purchase Agreement Note or any other Related Agreement document delivered herewith (the “"Redemption Amount") outstanding on the Redemption Payment Date (as defined below). The Company shall deliver to the Holder a written day notice of redemption (the “"Notice of Redemption) specifying is given to a Subscriber ("Redemption Date"). A Notice of Redemption must be given, if at all, within two hours of the date delivery to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for such Optional Redemption which notice of conversion has been given by the Subscriber employing the Conversion Price described in SECTION 2.1(B)(II) of the Note. The Subscriber may elect within five (the “Redemption Payment Date”), which date shall be ten (105) business days after receipt of a Notice of Redemption to give the date Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption (provided the Conversion Price elected by the Subscriber is the Maximum Base Price set forth in SECTION 2.1(B)(I) of the Note. A Notice of Redemption Period”). On must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Payment Date, the Amount. The Redemption Amount Unsecured 12 must be paid in good funds to the HolderSubscriber no later than the fifth (5th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount on by the Optional Redemption Payment Date as set forth hereinDate, then such the Redemption Notice will be null and void. If any Notes issued pursuant to the Purchase Agreement, in addition to this Note, are outstanding (collectively, the “Outstanding Notes”) void and the Company pursuant will thereafter have no further right to this Section 1.3 elects to make effect an Optional Redemption, then and at the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders of Outstanding Notes on a pro rata basis based upon Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of each Outstanding Default under the Note. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note, shall have occurred; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date. Purchase Price proceeds may not be used to effect an Optional Redemption.

Appears in 1 contract

Sources: Subscription Agreement (Mooney Aerospace Group LTD)

Optional Redemption. The Company may prepay this Note (“Optional Redemption”) by paying On or prior to the Holder a sum of money equal Conversion Date, the Bonds are subject to one hundred percent (100%) redemption by the Authority, at the option of the Principal Amount outstanding Borrower, at such time together with accrued but unpaid interest thereon and any and all other sums duetime, accrued or payable subject to the Holder arising under this Noteprovisions of Section 4.03 hereof, in whole or in part, at a redemption price of 100% of the Purchase Agreement or any other Related Agreement (the “Redemption Amount”) outstanding on the Redemption Payment Date (as defined below). The Company shall deliver principal amount thereof being redeemed plus accrued interest to the Holder a written notice redemption date. After the Conversion Date, (a) if the length of redemption (time from the “Notice of Redemption”) specifying Conversion Date to the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be ten (10) business days after the final maturity date of the Notice Bonds is less than seven (7) years, the Bonds are not subject to optional redemption; and (b) if the length of Redemption time from the Conversion Date to the final maturity date is seven (7) years or more, the “Redemption Period”). On Bonds are subject to redemption by the Redemption Payment Authority, at the option of the Borrower, on or after the fifth (5th) anniversary of the Conversion Date, in whole or in part on any Interest Payment Date at the Redemption Amount must be paid in good funds redemption price of 100% of the principal amount thereof being redeemed plus accrued interest to the Holderredemption date. In Notwithstanding the event foregoing, if, pursuant to a conversion from the Company fails Floating Rate to the Fixed Rate in accordance herewith, the Remarketing Agent certifies to the Trustee and the Borrower in writing that the foregoing call restriction is not consistent with the then prevailing market conditions, the foregoing call restriction may be revised in accordance with the best professional judgment of the Remarketing Agent to reflect the then prevailing market conditions; provided, however that the Borrower shall have consented to such revision and shall have furnished the Trustee with an opinion addressed to the Trustee, the Authority, the Borrower, the Bank and the Remarketing Agent, if any at such time, of nationally recognized bond counsel acceptable to the Borrower and the Trustee, stating that such revision will not adversely affect the excludability from federal income taxation of interest on the Bonds. Notwithstanding the foregoing, no such optional redemption shall occur unless on the redemption date there shall be sufficient Available Moneys to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void. If any Notes issued pursuant to the Purchase Agreement, in addition to this Note, are outstanding (collectively, the “Outstanding Notes”) and the Company pursuant to this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action all amounts due with respect to all Outstanding Notes and make such payments to all holders of Outstanding Notes on a pro rata basis based upon the Redemption Amount of each Outstanding Noteredemption.

Appears in 1 contract

Sources: Loan Agreement (Lannett Co Inc)

Optional Redemption. The Company may prepay this Note will have the option of redeeming any outstanding Notes ("Optional Redemption") by paying to the Holder Subscriber a sum of money equal to one hundred and twenty percent (100120%) of the Principal Amount outstanding at such time principal amount of the portion of the Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder Subscriber arising under this NoteSubscription Agreement, the Purchase Agreement Note or any other Related Agreement document delivered herewith (the “"Redemption Amount") outstanding on the Redemption Payment Date (as defined below). The Company shall deliver to the Holder a written day notice of redemption (the “"Notice of Redemption) specifying the date for such Optional is given to a Subscriber ("Redemption (the “Redemption Payment Date"), which date shall be . The Subscriber may elect within ten (10) business days after receipt of a Notice of Redemption to give the date Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption (must be accompanied by a certificate signed by the “Redemption Period”). On chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Payment DateAmount and stating that the Company’s subsidiary River Reinsurance Limited has been issued a Barbados insurance license prior to the 121st day after the date of this Agreement, and attaching a copy of such license and evidence of the date of its issuance. The Redemption Amount must be paid in good funds to the HolderSubscriber not later than the twelfth (12th) business day after the Redemption Date (“Optional Redemption Payment Date”). In the event the Company fails to pay the Redemption Amount on by the Optional Redemption Payment Date as set forth hereinDate, then such the Redemption Notice will be null and void. If any Notes issued pursuant to the Purchase Agreement, in addition to this Note, are outstanding (collectively, the “Outstanding Notes”) void and the Company pursuant will thereafter have no further right to this Section 1.3 elects to make effect an Optional Redemption, then and at the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders of Outstanding Notes on a pro rata basis based upon Subscriber’s election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of each Outstanding Default under the Note. A Notice of Redemption may be given by the Company, provided an Event of Default, as NEWYORK01 1037898v7 362761-000013 described in the Note has not occurred and is continuing. Note proceeds may not be used to effect an Optional Redemption.

Appears in 1 contract

Sources: Subscription Agreement (River Capital Group, Inc.)

Optional Redemption. The Company may prepay Commencing six (6) months after the original Issue Date of this Note, the Borrower will have the option of prepaying the outstanding Principal amount of this Note (“Optional Redemption”) ), in whole or in part, by paying to the Holder a sum of money in cash equal to one hundred percent (100%) of the Principal Amount outstanding at such time amount to be redeemed, together with accrued but unpaid interest thereon thereon, if any, and any and all other sums due, accrued or payable to the Holder arising under this NoteNote through the Redemption Payment Date, the Purchase Agreement or any other Related Agreement as defined below and 2.8986 shares of Common Stock for each $1.00 of Note principal amount being redeemed (the “Redemption Amount”) outstanding on the Redemption Payment Date (as defined below). The Company shall deliver Bo▇▇▇▇▇▇’▇ election to the Holder a written exercise its right to prepay must be by notice of redemption in writing (the “Notice of Redemption”) specifying ). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be ten a date certain not sooner than thirty (1030) business days Trading Days after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption, if given, may be given on the first Trading Day following twenty (20) consecutive Trading Days (the “Lookback Period”) during which all of the Equity Conditions have been in effect. A Notice of Redemption shall not be effective with respect to any portion of the Principal Amount for which the Holder has previously delivered an election to convert, or for conversions initiated or made by the Holder during the Redemption Period. A Notice of Redemption may be given only in connection with an amount of Common Stock that would not exceed the Beneficial Ownership Limitation. On the Redemption Payment Date, the Redemption Amount, less any cash portion of the Redemption Amount must against which the Holder has permissibly exercised its conversion rights, shall be paid in good funds to the Holder. In the event the Company Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption Notice will be null and void, (ii) Borrower will have no right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default. If any Notes issued pursuant In the event the Equity Conditions cease to be in effect prior to the Purchase Agreement, in addition to this Note, are outstanding (collectivelypayment of the Redemption Amount, the “Outstanding Notes”) and Holder may cancel the Company pursuant to this Section 1.3 elects to make an Optional Notice of Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders of Outstanding Notes on a pro rata basis based upon the Redemption Amount of each Outstanding Note.

Appears in 1 contract

Sources: Convertible Security Agreement (Reign Sapphire Corp)

Optional Redemption. The Company may prepay redeem this Note at any time, in whole or from time to time in part, at a redemption price equal to the greater of the following amounts, plus, in each case, accrued and unpaid interest thereon to the redemption date: (i) 100% of the principal amount to be redeemed; and (ii) the sum of the present values of the remaining scheduled payments of principal and interest. In determining the present values of the remaining scheduled payments, such payments shall be discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 0.30%, plus accrued interest thereon to the redemption date (the Optional RedemptionMake-Whole Amount) by paying ); provided that if the Company redeems any Notes on or after March 1, 2021 (three months prior to the Stated Maturity of the Notes), the redemption price for those Notes shall equal 100% of the principal amount of the Notes to be redeemed, plus accrued interest therein to the redemption date. If notice has been given as provided in the Indenture and funds for the redemption of this Note or any part thereof called for redemption shall have been made available on the redemption date, this Note or such part thereof shall cease to bear interest on the redemption date referred to in such notice and the only right of the Holder shall be to receive payment of the redemption price. Notice of any optional redemption of any Notes shall be given to the Holder a sum of money equal to one hundred percent hereof (100%) in accordance with the provisions of the Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums dueIndenture), accrued or payable not more than 60 nor less than 30 days prior to the Holder arising under this Note, the Purchase Agreement or any other Related Agreement (the “Redemption Amount”) outstanding on the Redemption Payment Date (as defined below)redemption date. The Company shall deliver to the Holder a written notice of redemption (shall specify, among other things, the “Notice redemption price and the aggregate principal amount of Redemption”) specifying Notes to be redeemed. The notice of redemption may be conditional in that the date for such Optional Redemption (Company may, notwithstanding the “Redemption Payment Date”), which date shall be ten (10) business days after the date giving of the Notice notice of Redemption redemption, condition the redemption of the Notes specified in the notice of redemption upon the completion of other transactions, such as refinancings or acquisitions (whether of the “Redemption Period”Company or by the Company). On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event of redemption of this Note in part only, a new Note of like tenor for the unredeemed portion hereof and otherwise having the same terms and provisions as this Note shall be issued by the Company fails to pay in the Redemption Amount on name of the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void. If any Notes issued pursuant to the Purchase Agreement, in addition to this Note, are outstanding (collectively, the “Outstanding Notes”) and the Company pursuant to this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders of Outstanding Notes on a pro rata basis based Holder hereof upon the Redemption Amount of each Outstanding Notepresentation and surrender hereof.

Appears in 1 contract

Sources: Indenture (Tupperware Brands Corp)

Optional Redemption. (a) The Company may prepay this Note will have the option of redeeming any outstanding Notes ("Optional Redemption") by paying to the Holder Subscriber a sum of money equal to one hundred percent (100%) 120% of the Principal Amount outstanding at such time principal amount of the Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder Subscriber arising under this NoteSubscription Agreement, the Purchase Agreement Note or any other Related Agreement document delivered herewith (the “"Redemption Amount") outstanding on the Redemption Payment Date (as defined below). The Company shall deliver to the Holder a written day notice of redemption (the “"Notice of Redemption) specifying is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given by the date for such Optional Redemption Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (the “Redemption Payment Date”), which date shall be ten (105) business days after receipt of a Notice of Redemption to give the date Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption (provided the Conversion Price elected by the Subscriber is the Maximum Base Price set forth in Section 2.1(b)(i) of the Note. A Notice of Redemption Period”). On must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Payment Date, the Amount. The Redemption Amount must be paid in good funds to the HolderSubscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). On the Optional Redemption Payment Date, the Company must deliver one common stock purchase warrant for each $3.00 of Redemption Amount ("Redemption Warrant"). The Redemption Warrant will be identical to the Warrant except that the "Purchase Price" shall be $1.00 per share of Common Stock and the holder of the Redemption Warrant shall have only "piggyback" registration rights as described in Section 10.1(ii) of this Agreement in relation to the shares of Common Stock issuable upon exercise of the Redemption Warrant. In the event the Company fails to pay the Redemption Amount on by the Optional Redemption Payment Date as set forth hereinDate, then such the Redemption Notice will be null and void. If any Notes issued pursuant to the Purchase Agreement, in addition to this Note, are outstanding (collectively, the “Outstanding Notes”) void and the Company pursuant will thereafter have no further right to this Section 1.3 elects to make effect an Optional Redemption, then and at the Company shall take Subscription's election, the same action with respect to all Outstanding Notes Redemption Amount will be deemed a Mandatory Redemption Payment and make such payments the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Outstanding Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a pro rata basis based Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date; and (iii) the Conversion Price for each of the ten (10) trading days preceding the Redemption Date is less than $.80. Note proceeds may not be used to effect an Optional Redemption. (b) In the event the Company obtains a commitment from a commercial lender to refinance its current bank debt and receive not less than $4,000,000 of bank financing ("Bank Refinancing"), then the Redemption Amount shall be 110% of each Outstanding Notethe principal amount of the Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith outstanding on the Redemption Date. However, the Subscriber may, within five (5) business days after receipt of the Notice of Redemption, reject the Notice of Redemption given by the Company in connection with the Bank Refinancing and instead agree to subordinate the security interest described in Section 12 hereof to a security interest to be granted to the bank providing the funds or credit in the Bank Refinancing.

Appears in 1 contract

Sources: Subscription Agreement (Team Communications Group Inc)

Optional Redemption. The Company Notes may prepay this Note (“Optional Redemption”) by paying be redeemed, at the Issuer’s option in whole or, from time to time, in in part, prior to the Holder a sum of money equal to one hundred percent Maturity Date as follows: (100%a) of If the Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums dueNotes are redeemed before November 15, accrued or payable to the Holder arising under this Note, the Purchase Agreement or any other Related Agreement 2030 (the “Redemption Amount”) outstanding on the Redemption Payment Date (as defined below). The Company shall deliver to the Holder a written notice of redemption (the “Notice of Redemption”) specifying the date for such Optional Redemption (the “Redemption Payment Par Call Date”), the Notes will be redeemed at a Redemption Price equal to the greater of: (i) 100% of the principal amount of the Notes then outstanding to be redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date; and (ii) the sum, as set forth in an Officers’ Certificate delivered to the Trustee, of the present values of the remaining scheduled payments of principal of, and interest on, the Notes to be redeemed (not including any portion of such payments of interest accrued to the Redemption Date), assuming such Notes matured on the Par Call Date, discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus 25 basis points plus accrued and unpaid interest thereon to, but not including, the Redemption Date. plus any accrued and unpaid interest on the principal amount of the Notes being redeemed to, but not including, the Redemption Date. (b) If the Notes are redeemed on or after the Par Call Date, the Notes will be redeemed at a Redemption Price equal to 100% of the principal amount of the Notes then outstanding being redeemed, plus accrued and unpaid interest on the principal amount of the Notes being redeemed to, but not including, the Redemption Date. (c) If any Redemption Date falls on a day that is not a Business Day, the required payment of Redemption Price on the Notes to be redeemed will be made on the next succeeding Business Day as if made on the date on which date shall be ten (10) business days such payment was due, and no interest will accrue on such payment for the period from and after such Redemption Date, as the case may be, to the date of such payment on the Notice of next succeeding Business Day; provided, however, that with respect to a Redemption (Date, if the next such succeeding Business Day falls on a day in the next succeeding calendar year with respect to a Redemption Period”). On the Redemption Payment Date, the required payment of Redemption Amount must Price on the Notes to be paid redeemed shall be made on the Business Day immediately preceding such Redemption Date on which payment was due. (d) If notice has been given in good the manner provided in Section 1104 of the Indenture and funds to for the Holder. In redemption of the event the Company fails to pay the Redemption Amount Note or any part thereof called for redemption will have been made available on the Redemption Payment Date, the Notes to be redeemed, or such part thereof, will cease to accrue interest from and after the Redemption Date as set forth herein, then referred to in such Redemption Notice notice and the only right of the Holder will be null and void. If any Notes issued pursuant to the Purchase Agreement, in addition to this Note, are outstanding (collectively, the “Outstanding Notes”) and the Company pursuant to this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders receive payment of Outstanding Notes on a pro rata basis based upon the Redemption Amount of each Outstanding NotePrice.

Appears in 1 contract

Sources: Eighth Supplemental Indenture (CubeSmart, L.P.)

Optional Redemption. The Company may prepay this Note (“Optional Redemption”) by paying to Senior Notes will be redeemable, at the Holder a sum of money equal to one hundred percent (100%) option of the Principal Amount outstanding Company, at any time and from time to time (the date of any such time together with accrued but unpaid interest thereon and any and all other sums dueredemption, accrued a “Redemption Date”), in whole or payable to the Holder arising under this Notein part, the Purchase Agreement or any other Related Agreement at a redemption price (the “Redemption AmountPrice”) outstanding equal to: (a) if the Senior Notes are redeemed prior to the Par Call Date, the greater of (i) 100% of the principal amount of the Senior Notes to be redeemed or (ii) an amount equal to the sum of the present values of the remaining scheduled payments of principal and interest on the Senior Notes to be redeemed that would be due if the Senior Notes matured on the Par Call Date, not including any portion of the payments of interest accrued as of such Redemption Date, discounted to such Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 30 basis points, as calculated by an Independent Investment Banker; or (b) if the Senior Notes are redeemed on or after the Par Call Date, 100% of the principal amount of the Senior Notes to be redeemed; plus, in each case, accrued and unpaid interest on the Senior Notes to be redeemed to, but excluding, such Redemption Date. If the Company has given notice as provided in the Original Indenture and made funds available for the redemption of any Senior Notes called for redemption on the Redemption Payment Date (referred to in that notice, those Senior Notes will cease to bear interest on that Redemption Date. Any interest accrued to the Redemption Date will be paid as defined below)specified in such notice. The Company shall deliver to the Holder a will give written notice of any redemption (the “Notice of Redemption”) specifying the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be ten (10) business days after the date any Senior Notes to Holders of the Notice of Redemption (Senior Notes to be redeemed at their addresses, as shown in the “Redemption Period”). On Security Register for the Senior Notes, at least 30 days and not more than 60 days prior to the Redemption Payment Date. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Amount must Price and the aggregate principal amount of the Senior Notes to be paid in good funds redeemed. If the Company chooses to redeem less than all of the Senior Notes, the particular Senior Notes to be redeemed shall be selected by the Trustee not more than 45 days prior to the HolderRedemption Date. In The Senior Notes shall be selected by lot or, in the event the Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth hereincase of Global Securities, then such Redemption Notice will be null and void. If any Notes issued pursuant to the Purchase Agreementapplicable procedures of the Depositary, for the Senior Notes to be redeemed in addition to this Note, are outstanding (collectively, the “Outstanding Notes”) and the Company pursuant to this Section 1.3 elects to make an Optional Redemption, then the Company shall take the same action with respect to all Outstanding Notes and make such payments to all holders of Outstanding Notes on a pro rata basis based upon the Redemption Amount of each Outstanding Notepart.

Appears in 1 contract

Sources: Tenth Supplemental Indenture (Principal Financial Group Inc)

Optional Redemption. The Provided an Event of Default (as defined in this Agreement and the Note) has not occurred, whether or not such Event of Default has been cured, the Company may prepay this will have the option of prepaying the outstanding principal amount of the Note ("Optional Redemption”) "), in whole or in part, together with the interest accrued thereon, by paying to the Holder Subscriber a sum of money equal to one hundred percent (100%) of the Principal Amount outstanding at such time to be redeemed ("Redemption Factor"), together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Holder Subscriber arising under this the Note, the Purchase Subscription Agreement or any other Related Agreement Transaction Document (the "Redemption Amount") outstanding on the Redemption Payment Date (as defined below). The Company shall deliver to the Holder a day written notice of redemption (the "Notice of Redemption") specifying is given to the Subscriber. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be ten not less than thirty (1030) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of the Note for which the Subscriber has a pending election to convert, or for Conversion notices given by the Subscriber prior to the Redemption Payment Date. On the Redemption Payment Date, the Redemption Amount must shall be paid in good funds to the HolderSubscriber. In the event the Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption Notice will be null and void, (ii) Company will have no further right to deliver another Notice of Redemption, and (iii) Company's failure may be deemed by Subscriber to be a non-curable Event of Default. If any Notes issued pursuant to In the Purchase Agreement, in addition to this Note, are outstanding (collectively, event the “Outstanding Notes”) and average closing price for the Company pursuant to this Section 1.3 elects to make an Optional RedemptionCommon Stock for the five trading days preceding the date of the Notice of Redemption is given is $0.20 or higher, then the Company Redemption Factor shall take the same action with respect to all Outstanding Notes and make such payments to all holders of Outstanding Notes on a pro rata basis based upon the Redemption Amount of each Outstanding Notebe 130%.

Appears in 1 contract

Sources: Subscription Agreement (Bravo Foods International Corp)