Optional Redemption. At any time prior to the Par Call Date, the Company may redeem the Notes at its option, in whole or from time to time in part, at a redemption price (the “Redemption Price”) 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 Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 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 will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the 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 notice from the Company shall be 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 prior to the date of redemption, the Notes to be redeemed in part. Neither the Company 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any 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. At The Company will have the option of redeeming any time prior outstanding Note ("Optional Redemption") by paying to the Par Call Date, the Company may redeem the Notes at its option, in whole or from time to time in part, at Subscriber a redemption price (the “Redemption Price”) sum of money 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 100125% of the principal amount of the Notes being redeemed plus portion of the Note described below together with accrued and but unpaid interest thereon toand any and all other sums due, but excludingaccrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the applicable Redemption Date. If day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption must be given, if at all, within two hours of the delivery to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given as provided by the Subscriber employing the Conversion Price described in the Indenture and funds for the redemption SECTION 2.1(b)(ii) of the Notes called for redemption shall have been made available Note. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the 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 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 Date referred Amount. The Redemption Amount must be paid in good funds to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and Subscriber no later than the only right of the Holders of such Notes from and fifth (5th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to receive payment effect an Optional Redemption, and at the 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 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 Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 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 will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior Purchase Price proceeds may not be used 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 notice from the Company shall be 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 prior to the date of redemption, the Notes to be redeemed in part. Neither the Company 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in parteffect an Optional Redemption.
Appears in 4 contracts
Sources: Subscription Agreement (Mooney Aerospace Group LTD), Subscription Agreement (Mooney Aerospace Group LTD), Subscription Agreement (Mooney Aerospace Group LTD)
Optional Redemption. At 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 redeems the Securities prior to the First Par Call Date, the Company may redeem the Notes at its option, in whole or from time to time in part, at will pay a redemption price (the “Redemption Price”) equal to the greater of:
(1) 100% of (i) the principal amount of the Notes being redeemedSecurities to be redeemed then outstanding; and
(2) as determined by an Independent Investment Banker, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes Securities to be redeemed that would be due if such notes Securities matured on the First Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as to the date of the Redemption Dateredemption) discounted to the Redemption Date redemption date on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate Adjusted Treasury Rate, plus 25 20 basis points, ; plus, in each caseeither of the above cases, accrued and unpaid interest thereon to, but excluding, to the Redemption Date; provided, however, that if date of redemption on the Redemption Date falls after a Regular Record Date and Securities to be redeemed. If the Company redeems the Securities on or prior to after the corresponding Interest Payment First Par Call 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 a redemption price equal to 100% of the principal amount of the Notes being Securities to be redeemed plus accrued interest to the redemption 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 accrued and unpaid interest thereon tointerest, but excludingif any, shall be paid to the applicable Redemption person in whose name the Security is registered at the close of business on such Regular Record Date. If The Company shall mail or cause to be mailed a 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 noticeat least 15 days, 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, but not more than 60 nor less days, before the redemption date to each Holder of the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 15 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 redemption. The notice For purposes of redemption will specify, among other itemsthe foregoing, the Redemption Date, following terms have 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 (or such shorter period as is satisfactory to the Trustee) of the 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 notice from the Company shall be 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 prior to the date of redemption, the Notes to be redeemed in part. Neither the Company 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.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. At any time prior The Company may prepay this Note (“Optional Redemption”) by paying to the Par Call DateHolder 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 Company may redeem the Notes at its option, in whole Purchase Agreement or from time to time in part, at a redemption price any other Related Agreement (the “Redemption PriceAmount”) equal outstanding on the Redemption Payment Date (as defined below). The Company shall deliver to the greater Holder a written notice of redemption (ithe “Notice of Redemption”) specifying the principal amount date for such Optional Redemption (the “Redemption Payment Date”), which date shall be ten (10) business days after the date of the Notes being redeemed, and Notice of Redemption (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 “Redemption Period”). On 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 Redemption Amount must be paid in good funds to the Holder. In the event the Company will fails to 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 Amount on the Redemption Payment Date referred as set forth herein, then such Redemption Notice will be null and void. If any Notes issued pursuant to the Purchase Agreement, in such noticeaddition to this Note, such Notes will cease to bear interest on are outstanding (collectively, the date fixed for such redemption specified in such notice “Outstanding Notes”) and the only right of the Holders of such Notes from and after the Redemption Date will be Company pursuant 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 this Section 1.3 elects to Holders at their addressesmake an Optional Redemption, as 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 will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, then the Company shall give take the Trustee notice same action with respect to all Outstanding Notes and make such payments to all holders 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 notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of Outstanding Notes on a pro rata basis based upon the Redemption Price in such notice Amount 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 prior to the date of redemption, the Notes to be redeemed in part. Neither the Company 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any each Outstanding Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.
Appears in 4 contracts
Sources: Note (Pervasip Corp), Note (Pervasip Corp), Note (Pervasip Corp)
Optional Redemption. At 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 redeems the Securities prior to the First Par Call Date, the Company may redeem the Notes at its option, in whole or from time to time in part, at will pay a redemption price (the “Redemption Price”) equal to the greater of:
(1) 100% of (i) the principal amount of the Notes being redeemedSecurities to be redeemed then outstanding; and
(2) as determined by an Independent Investment Banker, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes Securities to be redeemed that would be due if such notes Securities matured on the First Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as to the date of the Redemption Dateredemption) discounted to the Redemption Date redemption date on a semi-an annual basis (assuming a 360-day year consisting of twelve 30-day monthsACTUAL/ACTUAL (ICMA)) at the Reinvestment Rate applicable Comparable Government Bond Rate, plus 25 basis points, ; plus, in each caseeither of the above cases, accrued and unpaid interest thereon to, but excluding, to the Redemption Date; provided, however, that if date of redemption on the Redemption Date falls after a Regular Record Date and Securities to be redeemed. If the Company redeems the Securities on or prior to after the corresponding Interest Payment First Par Call 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 a redemption price equal to 100% of the principal amount of the Notes being Securities to be redeemed plus accrued interest to the redemption 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 accrued and unpaid interest thereon tointerest, but excludingif any, shall be paid to the applicable Redemption person in whose name the Security is registered at the close of business on such Regular Record Date. If The Company shall mail or cause to be mailed a 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 noticeat least 15 days, 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, but not more than 60 nor less days, before the redemption date to each Holder of the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 15 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 redemption. The notice For purposes of redemption will specify, among other itemsthe foregoing, the Redemption Date, following terms have 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 (or such shorter period as is satisfactory to the Trustee) of the 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 notice from the Company shall be 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 prior to the date of redemption, the Notes to be redeemed in part. Neither the Company 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.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. At any time prior to the Par Call Date, the Company The Issuer may redeem the Notes at its optionany time at the option of the Issuer, in whole or from time to time in part, at a redemption price (the “Redemption Price”) 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 DatePrice. 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 more than 60 nor less than 15 30 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 CompanyIssuer, the Company Issuer will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the 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 The Issuer shall give the Trustee notice of the related Redemption Price Make-Whole Amount promptly after the calculation thereof and if the Company Issuer has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Original Indenture, such notice from the Company Issuer shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price Make-Whole Amount in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption PriceMake-Whole Amount. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of whole 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.
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. At 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 redeems the Securities prior to the First Par Call Date, the Company may redeem the Notes at its option, in whole or from time to time in part, at will pay a redemption price (the “Redemption Price”) equal to the greater of:
(1) 100% of (i) the principal amount of the Notes being redeemedSecurities to be redeemed then outstanding; and
(2) as determined by an Independent Investment Banker, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes Securities to be redeemed that would be due if such notes Securities matured on the First Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as to the date of the Redemption Dateredemption) discounted to the Redemption Date redemption date on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate Adjusted Treasury Rate, plus 25 15 basis points, ; plus, in each caseeither of the above cases, accrued and unpaid interest thereon to, but excluding, to the Redemption Date; provided, however, that if date of redemption on the Redemption Date falls after a Regular Record Date and Securities to be redeemed. If the Company redeems the Securities on or prior to after the corresponding Interest Payment First Par Call 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 a redemption price equal to 100% of the principal amount of the Notes being Securities to be redeemed plus accrued interest to the redemption 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 accrued and unpaid interest thereon tointerest, but excludingif any, shall be paid to the applicable Redemption person in whose name the Security is registered at the close of business on such Regular Record Date. If The Company shall mail or cause to be mailed a 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 noticeat least 15 days, 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, but not more than 60 nor less days, before the redemption date to each Holder of the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 15 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 redemption. The notice For purposes of redemption will specify, among other itemsthe foregoing, the Redemption Date, following terms have 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 (or such shorter period as is satisfactory to the Trustee) of the 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 notice from the Company shall be 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 prior to the date of redemption, the Notes to be redeemed in part. Neither the Company 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.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. At any time prior to the Par Call DateThe Company may, the Company may redeem the Notes at its option, in whole or at any time and from time to time in parttime, at 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 redemption price written notice (a “Optional Redemption Notice” and the date that such Optional Redemption Notice is delivered the “Optional Redemption PriceNotice Date”) 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 its election (which may be made contingent on the corresponding Regular Record 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 the Early Redemption Amount on the date that is 20 Trading Days after the Optional Redemption Notice Date (such 20 Trading Day period the “Optional Redemption Period” and such date of payment specified by the Company, the “Optional Redemption Date”). The Optional Redemption Notice shall include a certification that the Optional Redemption Conditions are satisfied. On the Optional Redemption Date, subject to the consummation of any other transaction on which the Optional Redemption Notice was made contingent, the Company shall deliver an amount in cash to the Holder equal to the Early Redemption Amount by wire transfer of immediately available funds. Notwithstanding the foregoing, if on any Trading Day during the Notes are redeemed on or after Optional Redemption Period any of the Par Call DateOptional Redemption Conditions is not satisfied, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon toHolder may, but excludingat its option, the applicable Redemption Date. If send a written 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 more than 60 nor less than 15 days prior to the date fixed for redemptionCompany voiding the Optional Redemption Notice ab initio. The notice For the avoidance 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 will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Datedoubt, the Company shall give honor all Notices of Conversion delivered at any time, and from time to time, during the Trustee notice of the related Optional 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 notice from the Company shall be 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 prior to the date of redemption, the Notes to be redeemed in part. Neither the Company 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partNotice Period.
Appears in 3 contracts
Sources: Omnibus Amendment (Nvni Group LTD), Convertible Security Agreement (Nvni Group LTD), Convertible Security Agreement (Nvni Group LTD)
Optional Redemption. At any time prior to The Borrower will have the Par Call Date, option of prepaying the Company may redeem the Notes at its optionoutstanding Principal amount of this Note (“Optional Redemption”), in whole or from time to time in part, at by paying to the Holder a redemption price sum of money in cash equal to one hundred and twenty percent (120%) 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 Note through the Redemption Payment Date as defined below (the “Redemption PriceAmount”). ▇▇▇▇▇▇▇▇’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be a date certain not sooner than thirty (30) 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”) equal to the greater of (i) the principal amount during which all of the Notes being redeemed, and (ii) the sum Equity Conditions have been in effect. A Notice of the present values of the remaining scheduled payments of principal and interest on the Notes Redemption shall not be effective with respect 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 the Principal Amount or interest accrued as of for which the Holder has previously delivered an election to convert, or for conversions initiated or made by the Holder during the Redemption Date) discounted to 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 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 Redemption Amount, less any portion of the Redemption Amount against which the Holder has permissibly exercised its conversion rights, shall be paid in good funds to the Holder. In the event the Borrower fails to 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 Amount on the Redemption Payment Date referred as set forth herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no right to in such noticedeliver another Notice of Redemption, such Notes will and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default. In the event the Equity Conditions cease to bear interest on be in effect prior to 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. Amount, the Holder may cancel the Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 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 will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the 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 notice from the Company shall be 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 prior to the date of redemption, the Notes to be redeemed in part. Neither the Company 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partRedemption.
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. At 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 redeems the Securities prior to the First Par Call Date, the Company may redeem the Notes at its option, in whole or from time to time in part, at will pay a redemption price (the “Redemption Price”) equal to the greater of:
(1) 100% of (i) the principal amount of the Notes being redeemedSecurities to be redeemed then outstanding; and
(2) as determined by an Independent Investment Banker, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes Securities to be redeemed that would be due if such notes Securities matured on the First Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as to the date of the Redemption Dateredemption) discounted to the Redemption Date redemption date on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate Adjusted Treasury Rate, plus 25 basis points, ; plus, in each caseeither of the above cases, accrued and unpaid interest thereon to, but excluding, to the Redemption Date; provided, however, that if date of redemption on the Redemption Date falls after a Regular Record Date and Securities to be redeemed. If the Company redeems the Securities on or prior to after the corresponding Interest Payment First Par Call 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 a redemption price equal to 100% of the principal amount of the Notes being Securities to be redeemed plus accrued interest to the redemption 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 accrued and unpaid interest thereon tointerest, but excludingif any, shall be paid to the applicable Redemption person in whose name the Security is registered at the close of business on such Regular Record Date. If The Company shall mail or cause to be mailed a 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 noticeat least 15 days, 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, but not more than 60 nor less days, before the redemption date to each Holder of the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 15 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 redemption. The notice For purposes of redemption will specify, among other itemsthe foregoing, the Redemption Date, following terms have 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 (or such shorter period as is satisfactory to the Trustee) of the 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 notice from the Company shall be 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 prior to the date of redemption, the Notes to be redeemed in part. Neither the Company 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.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. At any time prior If specified in the applicable prospectus supplement, we may elect to redeem all or part of the Par Call Date, the Company may redeem the Notes at its option, in whole or outstanding debt securities of a series from time to time in part, at a redemption price (before the “Redemption Price”) equal to the greater of (i) the principal amount maturity date of the Notes being redeemeddebt securities of that series. Upon such election, and (ii) we will notify the sum indenture trustee 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 Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 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 debt securities of the Notes held by such Holder series to be redeemed. If all or less than all the debt securities of the Notes series are to be redeemed at the option of the Companyredeemed, the Company will notify the Trustee at least 45 days prior to giving notice particular debt securities of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes that series to be redeemed will be selected by the depositary in accordance with its procedures. The applicable prospectus supplement will specify the redemption price for the debt securities to be redeemed (or the method of calculating such price), in each case in accordance with the terms and their Redemption Dateconditions of those debt securities. 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 Notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall will be given to the Trustee at such time as shall permit the Trustee to include notice each holder 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 debt securities to be redeemed not less than 30 nor more than 60 days prior to the date set for such redemption. This notice will include the following information, as applicable: the redemption date; the redemption price (or the method of calculating such price); if less than all of the outstanding debt securities of such series are to be redeemed, the identification (and, in the case of partial redemption, the Notes respective principal amounts) of the 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 redemption date, we will deposit or 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 debt securities being redeemed, we will segregate and hold in part. Neither trust as provided in the Company nor applicable indenture) an amount of money sufficient to pay the Trustee aggregate redemption price of, and (except if the redemption date shall be required to: (ian interest payment date or the debt securities of such series provide otherwise) issueaccrued interest on, register all of the transfer of debt securities or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes part thereof to be redeemed on that date. On the redemption date, the redemption price will become due and ending at payable upon all of the close of business debt securities to be redeemed, and interest, if any, on the day debt securities to be redeemed will cease to accrue from and after that date. Upon surrender of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called such debt securities for redemption, except 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 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 same series and of like tenor, of any authorized denominations as requested by that holder, in a principal amount equal to and in exchange for the unredeemed portion of any Note being redeemed in partthe debt securities that holder surrenders.
Appears in 3 contracts
Sources: Sales Agreement, Equity Distribution Agreement, At Market Issuance Sales Agreement
Optional Redemption. At 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 redeems the Securities prior to the First Par Call Date, the Company may redeem the Notes at its option, in whole or from time to time in part, at will pay a redemption price (the “Redemption Price”) equal to the greater of:
(1) 100% of (i) the principal amount of the Notes being redeemedSecurities to be redeemed then outstanding; and
(2) as determined by an Independent Investment Banker, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes Securities to be redeemed that would be due if such notes Securities matured on the First Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as to the date of the Redemption Dateredemption) discounted to the Redemption Date redemption date on a semi-an annual basis (assuming a 360-day year consisting of twelve 30-day monthsACTUAL/ACTUAL (ICMA)) at the Reinvestment Rate applicable Comparable Government Bond Rate, plus 25 20 basis points, ; plus, in each caseeither of the above cases, accrued and unpaid interest thereon to, but excluding, to the Redemption Date; provided, however, that if date of redemption on the Redemption Date falls after a Regular Record Date and Securities to be redeemed. If the Company redeems the Securities on or prior to after the corresponding Interest Payment First Par Call 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 a redemption price equal to 100% of the principal amount of the Notes being Securities to be redeemed plus accrued interest to the redemption 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 accrued and unpaid interest thereon tointerest, but excludingif any, shall be paid to the applicable Redemption person in whose name the Security is registered at the close of business on such Regular Record Date. If The Company shall mail or cause to be mailed a 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 noticeat least 15 days, 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, but not more than 60 nor less days, before the redemption date to each Holder of the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 15 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 redemption. The notice For purposes of redemption will specify, among other itemsthe foregoing, the Redemption Date, following terms have 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 (or such shorter period as is satisfactory to the Trustee) of the 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 notice from the Company shall be 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 prior to the date of redemption, the Notes to be redeemed in part. Neither the Company 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.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. At any time prior to (a) Unless otherwise provided in the Par Call Dateapplicable Indenture Supplement for a Series or Class of Notes, the Company may Issuer has the right, but not the obligation, to redeem the a Series or Class of Notes at its option, in whole or from time to time but not in part, at a redemption price (the “Redemption Price”) equal to the greater of part on (i) any Payment Date (a “Redemption Payment Date”) on or after the principal amount 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 Notes being redeemed, Initial Note Balance and (ii) any other Payment Date as contemplated in the sum applicable Indenture Supplement. If the Issuer, at the direction of the present values Administrator, elects to redeem a Series or Class of Notes pursuant to this Section 13.1(a), it will cause the remaining scheduled payments Issuer to notify the Indenture Trustee, each Derivative Counterparty (as applicable, with respect to the related Series of principal Notes) and interest on the Noteholders of such redemption at least ten (10) days prior to the 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 that would will equal the Redemption Amount, the payment of which will be due subject to the allocations, deposits and payments sections of the related Indenture Supplement, if such notes matured any. If the Issuer is unable to pay the Redemption Amount in full 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, 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 Company will pay related Indenture Supplement, and the full amount 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 premiumother amounts due in respect of the Notes, if anyis paid in full or the Stated Maturity Date occurs, due on such Interest Payment Date whichever is earlier, subject to Article VII, Article VIII and the Holder allocations, deposits and payments sections of record at this Indenture and the close of business on related Indenture Supplement.
(b) Unless otherwise specified in the corresponding Regular Record Date. Notwithstanding the foregoingrelated Indenture Supplement, if the VFN Principal Balance of any Class of VFN Notes are redeemed 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 or any Business Day after the Par Call Datedate on which the related Revolving Period ends, 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 Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 Business Day within ten (10) days prior to the date fixed for redemption. The end of such Revolving Period or at other times specified in the related Indenture Supplement upon ten (10) days’ prior notice of redemption will specify, among other itemsto the Indenture Trustee, the Noteholders and any related Derivative Counterparty. Following issuance of the Redemption Notice by the Issuer pursuant to Section 13.2 below, the Issuer shall be required to purchase the entire aggregate Note Balance of such Series or Class of Term Notes for the applicable Redemption Amount on the date set for such redemption (the “Redemption Date”).
(d) The Issuer may redeem any Series or Class of Notes through (i) a Permitted Refinancing, (ii) the use of proceeds from the issuance and sale of a new Series or Class of Notes issued 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 Redemption Price and Notes of any Series or Class of Variable Funding Notes shall be subject to repayment by the principal Issuer, in whole or in part, up to the amount necessary to satisfy the Collateral Test, using any other cash or funds of the Notes held by such Holder to be redeemed. If all or less Issuer other than all of Collections on the Notes are to be redeemed at the option of the CompanyReceivables, the Company will notify the Trustee at least 45 days upon one (1) Business Day’s prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the 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 notice from the Company shall be given Issuer to the Trustee at Indenture Trustee, each Derivative Counterparty and the related VFN Noteholders. Any such time as repayment pursuant to this Section 13.1(e) shall permit reduce the Trustee to include notice principal balance of such Variable Funding Notes but shall not result in a reduction of any funding commitments related thereto or the Redemption Price in Maximum VFN Principal Balance thereof (unless otherwise agreed between the Noteholders of such notice of redemption. The Trustee shall have no responsibility for calculating Variable Funding Notes and the Redemption Price. The Trustee shall select, in such manner as it shall deem fair Issuer) and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer may be made on a non-pro rata basis with other Series of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partVariable Funding Notes.
Appears in 3 contracts
Sources: Indenture (New Residential Investment Corp.), Indenture (New Residential Investment Corp.), Indenture (New Residential Investment Corp.)
Optional Redemption. At The Company will have the option of redeeming ------------------- any time prior outstanding Note ("Optional Redemption") by paying to the Par Call Date, the Company may redeem the Notes at its option, in whole or from time to time in part, at Subscriber a redemption price (the “Redemption Price”) sum of money 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 100125% of the principal amount of the Notes being redeemed plus portion of the Note described below together with accrued and but unpaid interest thereon toand any and all other sums due, but excludingaccrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the applicable Redemption Date. If day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption must be given, if at all, within two hours of the delivery to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given as provided by the Subscriber employing the Conversion Price described in the Indenture and funds for the redemption Section 2.1(b)(ii) of the Notes called for redemption shall have been made available Note. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the 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 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 Date referred Amount. The Redemption Amount must be paid in good funds to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and Subscriber no later than the only right of the Holders of such Notes from and fifth (5th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to receive payment effect an Optional Redemption, and at the 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 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 Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 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 will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior Purchase Price proceeds may not be used 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 notice from the Company shall be 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 prior to the date of redemption, the Notes to be redeemed in part. Neither the Company 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in parteffect an Optional Redemption.
Appears in 2 contracts
Sources: Subscription Agreement (Advanced Aerodynamics & Structures Inc/), Subscription Agreement (Advanced Aerodynamics & Structures Inc/)
Optional Redemption. (a) At any time prior to the Par Call Date, the Company Notes may redeem be redeemed by the Notes at its optionCompany, in whole or from time to time in part, at the Company’s option, at a redemption price (the “Redemption Price”) equal to the greater of of:
(i) 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date; or
(ii) the sum of the present values of the remaining scheduled payments of principal and interest Remaining Scheduled Payments on the such Notes to be being 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 the payments of interest accrued as of the redemption date (the “Redemption Date) ”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate Adjusted Treasury Rate, as determined by the Quotation Agent, plus 25 40 basis points, plus, in each case, plus accrued and unpaid interest thereon on the principal amount of such Notes being redeemed 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 .
(b) At any time on or after the Par Call Date, the Redemption Price will be Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes being redeemed to be redeemed, plus accrued and unpaid interest thereon interest, if any, on the Notes to, but excluding, the applicable Redemption Date. If notice Date (subject to the right of redemption has been given as provided in the Indenture and funds for the redemption Holders of the Notes called for redemption shall have been made available record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date referred to in such notice, such Notes will cease to bear interest is on or after a Record Date and on or before the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption related Interest Payment Date, the Redemption Price accrued and the principal amount of the Notes held by such Holder to unpaid interest, if any, will 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 (or such shorter period as is satisfactory paid to the Trustee) of Person in whose name the 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 notice from the Company shall be 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 prior to the date of redemption, the Notes to be redeemed in part. Neither the Company 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 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 day of mailing Company. On and after the relevant notice of redemption; Redemption Date, interest will cease to accrue on Notes or (ii) register the transfer of or exchange any Note, or portion thereof, portions thereof called for redemption, except the unredeemed portion of any Note being redeemed in part.
Appears in 2 contracts
Sources: Indenture (Smithfield Foods Inc), Indenture (Smithfield Foods Inc)
Optional Redemption. (a) At any time prior to the Par Call Date, the Company Notes may redeem be redeemed by the Notes at its optionCompany, in whole or from time to time in part, at the Company’s option, at a redemption price (the “Redemption Price”) equal to the greater of of:
(i) 100% of the principal amount of the Notes being redeemedredeemed plus accrued and unpaid interest thereon to, and but excluding, the Redemption Date; or
(ii) the sum of the present values of the remaining scheduled payments of principal and interest Remaining Scheduled Payments on the such Notes to be being 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 the payments of interest accrued as of the redemption date (the “Redemption Date) ”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate applicable Adjusted Treasury Rate, as determined by the Quotation Agent, plus 25 basis points, plus, in each case, plus accrued and unpaid interest thereon on the principal amount of such Notes being redeemed 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 .
(b) At any time on or after the Par Call Date, the Redemption Price will be Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes being redeemed to be redeemed, plus accrued and unpaid interest thereon interest, if any, on the Notes to, but excluding, the applicable Redemption Date. If notice Date (subject to the right of redemption has been given as provided in the Indenture and funds for the redemption Holders of the Notes called for redemption shall have been made available record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date referred is on or after a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such noticeRecord Date, such and no additional interest will be payable to Holders whose Notes will cease be subject to bear interest on redemption by the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from Company. On and after the Redemption Date Date, interest will be cease to receive payment of the Redemption Price upon surrender of such accrue on Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed or portions thereof called 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. .
(d) If all or less than all of the Notes are to be redeemed redeemed, the Trustee shall authenticate for the Holder at the option expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the 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 above, the Company will notify may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the 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 notice from the Company shall be 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 prior to the date of redemption, the Notes to be redeemed in part. Neither the Company 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.
Appears in 2 contracts
Sources: Indenture (Smithfield Foods Inc), Indenture (Smithfield Foods Inc)
Optional Redemption. At any time prior to the Par Call DateMarch 15, 2022, the Company may redeem the Notes at its option, in whole or from time to time in part, at a redemption price (the “Redemption Price”) 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 Redemption Price. At 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 time on or after the Par Call DateMarch 15, 2022, the Redemption Price Notes will be redeemable at the option of the Company, in whole or from time to time in part, at a redemption price equal to 100% of the principal amount of the Notes being to be redeemed plus accrued and unpaid interest thereon to, but excluding, to 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 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 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 will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the The Company shall give the Trustee notice of the related Redemption Price Make-Whole Amount 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 notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price Make-Whole Amount in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption PriceMake-Whole Amount. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.
Appears in 2 contracts
Sources: Supplemental Indenture (Liberty Property Limited Partnership), Supplemental Indenture (Liberty Property Limited Partnership)
Optional Redemption. At any time prior to Commencing six (6) months after the Par Call Dateoriginal Issue Date of this Note, the Company may redeem Borrower will have the Notes at its optionoption of prepaying the outstanding Principal amount of this Note (“Optional Redemption”), in whole or from time to time in part, at by paying to the Holder a redemption price sum of money in cash equal to one hundred and twenty-five percent (125%) of the Principal 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 Note through the Redemption Payment Date, as defined below (the “Redemption PriceAmount”). ▇▇▇▇▇▇▇▇’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be a date certain not sooner than fifteen (15) 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”) equal to the greater of (i) the principal amount during which all of the Notes being redeemed, and Equity Conditions have been in effect (ii) other than the sum requirement to obtain the Stockholder Approval). A Notice of the present values of the remaining scheduled payments of principal and interest on the Notes Redemption shall not be effective with respect 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 the Principal Amount or interest accrued as of for which the Holder has previously delivered an election to convert, or for conversions initiated or made by the Holder during the Redemption Date) discounted to Period. On 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 Redemption Amount, less any portion of the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to Redemption Amount against which the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on has permissibly exercised its conversion rights (whether before or after the Par Call Dategiving of the Notice of Redemption), shall be paid in good funds to the Holder. In the event the Borrower fails to pay 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 Amount on the Redemption Payment Date referred to in as set forth herein, then (i) such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right Notice of the Holders of such Notes from and after the Redemption Date will be null and void, (ii) Borrower will have no right to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. deliver another Notice of any optional redemption of any Notes will Redemption, and (iii) Borrower’s failure may be given to Holders at their addresses, as 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 deemed by such Holder to be redeemed. If all or less than all a non-curable Event 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 (or such shorter period as is satisfactory to the Trustee) of the 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 notice from the Company shall be 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 prior to the date of redemption, the Notes to be redeemed in part. Neither the Company 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partDefault.
Appears in 2 contracts
Sources: Convertible Security Agreement (Echo Therapeutics, Inc.), Convertible Security Agreement (Echo Therapeutics, Inc.)
Optional Redemption. (a) At any time prior to the Par Call Date, the Company Notes may redeem be redeemed by the Notes at its optionCompany, in whole or from time to time in part, at the Company’s option, at a redemption price (the “Redemption Price”) equal to the greater of of:
(i) 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date; or
(ii) the sum of the present values of the remaining scheduled payments of principal and interest Remaining Scheduled Payments on the such Notes to be being 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 the payments of interest accrued as of the redemption date (the “Redemption Date) ”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate Adjusted Treasury Rate, as determined by the Quotation Agent, plus 25 45 basis points, plus, in each case, plus accrued and unpaid interest thereon on the principal amount of such Notes being redeemed 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 .
(b) At any time on or after the Par Call Date, the Redemption Price will be Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes being redeemed to be redeemed, plus accrued and unpaid interest thereon interest, if any, on the Notes to, but excluding, the applicable Redemption Date. If notice Date (subject to the right of redemption has been given as provided in the Indenture and funds for the redemption Holders of the Notes called for redemption shall have been made available record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date referred to in such notice, such Notes will cease to bear interest is on or after a Record Date and on or before the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption related Interest Payment Date, the Redemption Price accrued and the principal amount of the Notes held by such Holder to unpaid interest, if any, will 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 (or such shorter period as is satisfactory paid to the Trustee) of Person in whose name the 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 notice from the Company shall be 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 prior to the date of redemption, the Notes to be redeemed in part. Neither the Company 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 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 day of mailing Company. On and after the relevant notice of redemption; Redemption Date, interest will cease to accrue on Notes or (ii) register the transfer of or exchange any Note, or portion thereof, portions thereof called for redemption, except the unredeemed portion of any Note being redeemed in part.
Appears in 2 contracts
Sources: Indenture (Smithfield Foods Inc), Indenture (Smithfield Foods Inc)
Optional Redemption. At any time prior to the Par Call Date, the Company The Issuer may redeem the Notes in whole or in part, at its option, in whole at any time or from time to time in partprior to maturity on at least 30 days, at a redemption price but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “Redemption PriceDate”) ). The redemption price will be equal to the greater of of:
(i) 100% of the aggregate principal amount of the Notes being to be redeemed, and ; or
(ii) the sum of the present values of the remaining scheduled payments of the principal thereof and interest on the Notes to be redeemed thereon that would be due if such notes matured on after the Par Call related Redemption Date but for the redemption thereof (not including any portion of such payments redemption, exclusive of interest accrued as of and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Date) , discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at ), using a rate equal to the Reinvestment Treasury Rate plus 25 20 basis pointspoints (such sum to be calculated as set forth in the Indenture), plus, in each casethe case of (i) or (ii), accrued and unpaid interest thereon to, but excludingnot including, the Redemption Date; provided. Notwithstanding the foregoing, however, installments of interest on Notes that if the Redemption Date falls after a Regular Record Date are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on 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 registered Holders as of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if relevant record date according to 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 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 Indenture. On and after the Redemption Date for the Notes, interest will be cease to receive accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price upon surrender of such Notes in accordance with such noticeand accrued interest, if any. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in On or before the Security Register Redemption Date for the Notes, not more than 60 nor less than 15 days prior the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the date fixed for redemption. The notice Redemption Price of redemption will specify, among other items, the Notes to be redeemed on the Redemption Date, and (except if the Redemption Price and the principal amount of the Notes held by such Holder to Date shall be redeemedan Interest Payment Date) accrued interest, if any. 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 (or such shorter period as is satisfactory to the Trustee) of the 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 notice from the Company shall be 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 prior to the date of redemptionredeemed, 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. Neither the Company nor the Trustee Notice of any redemption shall be required to: (i) issue, register the transfer of electronically delivered or exchange Notes during a period beginning mailed at the opening of business 15 least 30 days but not more than 60 days before any selection the Redemption Date to each Holder of the Notes to be redeemed and ending 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 close time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth in the Indenture, shall be set forth in an Officers’ Certificate of business the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the day of mailing Redemption Date and at the relevant notice of redemption; or (ii) register applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partRedemption Date.
Appears in 2 contracts
Sources: First Supplemental Indenture (Hewlett Packard Enterprise Co), First Supplemental Indenture (Juniper Networks Inc)
Optional Redemption. At any time prior to The Company shall have the Par Call Date, the Company may redeem the Notes at its optionright, in whole its ------------------- sole discretion, to redeem (an "Optional Redemption") all or from time to time in parta portion of the aggregate amount of principal of this Note, at a redemption price (the “Redemption Price”) equal to the greater of together with accrued but unpaid interest thereon, as follows:
(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 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 delivery of any optional redemption of any Notes will be given to Holders at their addresses, as shown in Exchange Notice the Security Register Exchange Price for the Notes, not more than 60 nor BLCI Stock is 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 will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call DateFloor Exchange Price, the Company shall give have the Trustee notice right to effect an Optional Redemption of the related principal amount, and accrued interest thereon, sought to be exchanged by the Holder as of such Exchange Date, at the Optional Redemption Price promptly therefor on the date ten (10) days after the calculation proposed Exchange Date, or first business day thereafter (an "Optional Redemption Date" with respect to an Exchange Date). The Company must exercise its right to effect such Optional Redemption by written notice thereof and if 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 has requested that to make the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base IndentureOptional Redemption specified therein.
(ii) If a Standstill Period continues for more than ninety (90) days, such notice from the Company shall have the right to effect an Optional Redemption 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, 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 Trustee at Holder, on or before 8:00 p.m., New York time, within ten (10) business days following the termination of such time as 90 day period. Notice of such Optional Redemption, once given, 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 prior to the date of redemption, the Notes to be redeemed in part. Neither obligate the Company nor to make 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partOptional Redemption specified therein.
Appears in 2 contracts
Sources: Note Purchase Agreement (Reschke Michael W), Note Purchase Agreement (Reschke Michael W)
Optional Redemption. At any time prior to the Par Call Date, the Company may redeem the Notes at its option, in whole or from time to time in part, at a redemption price (the “Redemption Price”) 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 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 Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 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 will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the 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 notice from the Company shall be 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 prior to the date of redemption, the Notes to be redeemed in part. Neither the Company 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any 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. At The Company will have the option of redeeming any time prior ------------------- outstanding Note ("Optional Redemption") by paying to the Par Call Date, the Company may redeem the Notes at its option, in whole or from time to time in part, at Subscriber a redemption price (the “Redemption Price”) sum of money 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 100125% of the principal amount of the Notes being redeemed plus portion of the Note described below together with accrued and but unpaid interest thereon toand any and all other sums due, but excludingaccrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the applicable Redemption Date. If day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption must be given, if at all, within two hours of the delivery to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given as provided by the Subscriber employing the Conversion Price described in the Indenture and funds for the redemption Section 2.1(b)(ii) of the Notes called for redemption shall have been made available Note. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the 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 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 Date referred Amount. The Redemption Amount must be paid in good funds to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and Subscriber no later than the only right of the Holders of such Notes from and fifth (5th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to receive payment effect an Optional Redemption, and at the 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 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 Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 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 will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior Purchase Price proceeds may not be used 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 notice from the Company shall be 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 prior to the date of redemption, the Notes to be redeemed in part. Neither the Company 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in parteffect an Optional Redemption.
Appears in 2 contracts
Sources: Subscription Agreement (Advanced Aerodynamics & Structures Inc/), Subscription Agreement (Advanced Aerodynamics & Structures Inc/)
Optional Redemption. At The Securities are redeemable, at the option of the Company, at any time prior to the Par Call Date, the Company may redeem the Notes at its option, maturity in whole or from time to time in part, on a date fixed by the Company for such redemption (the “Redemption Date”) and at a redemption price (the “Redemption Price”) equal to 100% of the greater 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 (i) 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 Notes being redeemedSecurities plus accrued and unpaid interest up to but not including the Redemption Date. The Company will calculate the Make-Whole Premium, and 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: (iii) the sum of the present values values, calculated as of the Redemption Date, of: (A) the remaining scheduled payments of principal and interest on the Notes Securities to be redeemed that would be due if such notes matured on after the Par Call Redemption Date but for such redemption (except that, if such Redemption Date is not an Interest Payment Date, the redemption thereof (not including any portion amount of such payments the next succeeding scheduled interest payment will be reduced by the amount of interest accrued as of thereon to the Redemption Date); and (B) discounted 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 semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the Reinvestment Treasury Rate (as defined below) plus 25 50 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 Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 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 will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the 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 notice from the Company shall be 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 prior to the date of redemption, the Notes to be redeemed in part. Neither the Company 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.
Appears in 2 contracts
Sources: Fifth Supplemental Indenture (Transocean Ltd.), Fourth Supplemental Indenture (Transocean Ltd.)
Optional Redemption. At any time prior to the Par Call Date, the Company The Issuer may redeem the Notes in whole or in part, at its option, in whole at any time or from time to time in partprior to maturity on at least 30 days, at a redemption price but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “Redemption PriceDate”) ). The redemption price will be equal to the greater of of:
(i) 100% of the aggregate principal amount of the Notes being to be redeemed, and ; or
(ii) the sum of the present values of the remaining scheduled payments of the principal thereof and interest on the Notes to be redeemed thereon that would be due if such notes matured on after the Par Call related Redemption Date but for the redemption thereof (not including any portion of such payments redemption, exclusive of interest accrued as of and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Date) , discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at ), using a rate equal to the Reinvestment Treasury Rate plus 25 basis pointspoints (such sum to be calculated as set forth in the Indenture), plus, in each casethe case of (i) or (ii), accrued and unpaid interest thereon to, but excludingnot including, the Redemption Date; provided. Notwithstanding the foregoing, however, installments of interest on Notes that if the Redemption Date falls after a Regular Record Date are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on 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 registered Holders as of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if relevant record date according to 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 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 Indenture. On and after the Redemption Date for the Notes, interest will be cease to receive accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price upon surrender of such Notes in accordance with such noticeand accrued interest, if any. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in On or before the Security Register Redemption Date for the Notes, not more than 60 nor less than 15 days prior the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the date fixed for redemption. The notice Redemption Price of redemption will specify, among other items, the Notes to be redeemed on the Redemption Date, and (except if the Redemption Price and the principal amount of the Notes held by such Holder to Date shall be redeemedan Interest Payment Date) accrued interest, if any. 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 (or such shorter period as is satisfactory to the Trustee) of the 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 notice from the Company shall be 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 prior to the date of redemptionredeemed, 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. Neither the Company nor the Trustee Notice of any redemption shall be required to: (i) issue, register the transfer of electronically delivered or exchange Notes during a period beginning mailed at the opening of business 15 least 30 days but not more than 60 days before any selection the Redemption Date to each Holder of the Notes to be redeemed and ending 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 close time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth in the Indenture, shall be set forth in an Officers’ Certificate of business the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the day of mailing Redemption Date and at the relevant notice of redemption; or (ii) register applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partRedemption Date.
Appears in 2 contracts
Sources: First Supplemental Indenture (Hewlett Packard Enterprise Co), First Supplemental Indenture (Juniper Networks Inc)
Optional Redemption. (a) At any time prior to the Par Call Date, the Company Notes may redeem be redeemed by the Notes at its optionCompany, in whole or from time to time in part, at the Company’s option, at a redemption price (the “Redemption Price”) equal to the greater of of:
(i) 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date; or
(ii) the sum of the present values of the remaining scheduled payments of principal and interest Remaining Scheduled Payments on the such Notes to be being 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 the payments of interest accrued as of the redemption date (the “Redemption Date) ”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate Adjusted Treasury Rate, as determined by the Quotation Agent, plus 25 basis points, plus, in each case, plus accrued and unpaid interest thereon on the principal amount of such Notes being redeemed 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 .
(b) At any time on or after the Par Call Date, the Redemption Price will be Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes being redeemed to be redeemed, plus accrued and unpaid interest thereon interest, if any, on the Notes to, but excluding, the applicable Redemption Date. If notice Date (subject to the right of redemption has been given as provided in the Indenture and funds for the redemption Holders of the Notes called for redemption shall have been made available record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date referred to in such notice, such Notes will cease to bear interest is on or after a Record Date and on or before the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption related Interest Payment Date, the Redemption Price accrued and the principal amount of the Notes held by such Holder to unpaid interest, if any, will 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 (or such shorter period as is satisfactory paid to the Trustee) of Person in whose name the 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 notice from the Company shall be 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 prior to the date of redemption, the Notes to be redeemed in part. Neither the Company 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 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 day of mailing Company. On and after the relevant notice of redemption; Redemption Date, interest will cease to accrue on Notes or (ii) register the transfer of or exchange any Note, or portion thereof, portions thereof called for redemption, except the unredeemed portion of any Note being redeemed in part.
Appears in 2 contracts
Sources: Indenture (Smithfield Foods Inc), Indenture (Smithfield Foods Inc)
Optional Redemption. At The Company will have the option of redeeming any time prior outstanding Notes ("Optional Redemption") by paying to the Par Call Date, the Company may redeem the Notes at its option, in whole or from time to time in part, at Subscriber a redemption price (the “Redemption Price”) sum of money 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 100125% of the principal amount of the Notes being redeemed plus portion of the Note together with accrued and but unpaid interest thereon toand any and all other sums due, but excludingaccrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the applicable Redemption Date. If day notice of redemption has been ("Notice of Redemption) is given as provided to a Subscriber ("Redemption Date"). The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in the Indenture and funds for the redemption connection with some or all of the Notes called for redemption shall have been made available 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 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 Date referred Amount. The Redemption Amount must be paid in good funds to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and Subscriber not later than the only right of the Holders of such Notes from and fifth (5th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to receive payment effect an Optional Redemption, and at the 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 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 Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 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 will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior Note proceeds may not be used 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 notice from the Company shall be 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 prior to the date of redemption, the Notes to be redeemed in part. Neither the Company 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in parteffect an Optional Redemption.
Appears in 2 contracts
Sources: Subscription Agreement (Bravo Foods International Corp), Subscription Agreement (Bravo Foods International Corp)
Optional Redemption. At any time prior to the Par Call Date, the Company The Issuer may redeem the Notes in whole or in part, at its option, in whole at any time or from time to time in partprior to maturity on at least 15 days, at a redemption price but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “Redemption PriceDate”) pursuant to the following terms: At any time before May 15, 2029 (the “Par Call Date”), the redemption price will be equal to the greater of of:
(i) 100% of the aggregate principal amount of the Notes being to be redeemed, and ; or
(ii) the sum of the present values of the remaining scheduled payments of the principal thereof and interest on the Notes to be redeemed thereon that would be due if after the related Redemption Date but for such notes matured redemption (assuming, for this purpose, that the Notes mature on the Par Call Date but for the redemption thereof (not including any portion of such payments Date), exclusive of interest accrued as of and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Date) , discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at ), using a discount rate equal to the Reinvestment Treasury Rate plus 25 35 basis pointspoints (such sum to be calculated as set forth in the Indenture), plus, in each casethe case of (i) or (ii), accrued and unpaid interest thereon to, but excludingnot including, 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 At any time on or after the Par Call Date, the Redemption Price will be Issuer may redeem Notes, in whole or in part, at a redemption price equal to 100% of the aggregate principal amount of the Notes being redeemed to be redeemed, plus accrued and unpaid interest thereon to, but excludingnot including, the applicable Redemption Date. If notice Notwithstanding the foregoing, installments of redemption has been given 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 provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available close of business on the Redemption Date referred relevant record date according to in such notice, such the 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 Indenture. On and after the Redemption Date for the Notes, interest will be cease to receive accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price upon surrender of such Notes in accordance with such noticeand accrued interest, if any. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in On or before the Security Register Redemption Date for the Notes, not more than 60 nor less than 15 days prior the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the date fixed for redemption. The notice Redemption Price of redemption will specify, among other items, the Notes to be redeemed on the Redemption Date, and (except if the Redemption Price and the principal amount of the Notes held by such Holder to Date shall be redeemedan Interest Payment Date) accrued interest, if any. 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 (or such shorter period as is satisfactory to the Trustee) of the 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 notice from the Company shall be 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 prior to the date of redemptionredeemed, 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. Neither the Company nor the Trustee Notice of any redemption shall be required to: (i) issue, register the transfer of electronically delivered or exchange Notes during a period beginning mailed at the opening of business least 15 days but not more than 60 days before any selection the Redemption Date to each Holder of the Notes to be redeemed and ending 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 close time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth in the Indenture, shall be set forth in an Officers’ Certificate of business the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the day of mailing Redemption Date and at the relevant notice of redemption; or (ii) register applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partRedemption Date.
Appears in 2 contracts
Sources: Sixth Supplemental Indenture (Hewlett Packard Enterprise Co), Senior Notes Indenture (Juniper Networks Inc)
Optional Redemption. (a) At any time prior to the Par Call Date, the Company Notes may redeem be redeemed by the Notes at its optionCompany, in whole or from time to time in part, at the Company’s option, at a redemption price (the “Redemption Price”) equal to the greater of of:
(i) 100% of the principal amount of the Notes being redeemedredeemed plus accrued and unpaid interest thereon to, and but excluding, the Redemption Date; or
(ii) the sum of the present values of the remaining scheduled payments of principal and interest Remaining Scheduled Payments on the such Notes to be being 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 the payments of interest accrued as of the redemption date (the “Redemption Date) ”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate Adjusted Treasury Rate, as determined by the Quotation Agent, plus 25 40 basis points, plus, in each case, plus accrued and unpaid interest thereon on the principal amount of such Notes being redeemed 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 .
(b) At any time on or after the Par Call Date, the Redemption Price will be Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes being redeemed to be redeemed, plus accrued and unpaid interest thereon interest, if any, on the Notes to, but excluding, the applicable Redemption Date. If notice Date (subject to the right of redemption has been given as provided in the Indenture and funds for the redemption Holders of the Notes called for redemption shall have been made available record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date referred is on or after a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such noticeRecord Date, such and no additional interest will be payable to Holders whose Notes will cease be subject to bear interest on redemption by the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from Company. On and after the Redemption Date Date, interest will be cease to receive payment of the Redemption Price upon surrender of such accrue on Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed or portions thereof called 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. .
(d) If all or less than all of the Notes are to be redeemed redeemed, the Trustee shall authenticate for the Holder at the option expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the 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 above, the Company will notify may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the 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 notice from the Company shall be 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 prior to the date of redemption, the Notes to be redeemed in part. Neither the Company 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.
Appears in 2 contracts
Sources: Indenture (Smithfield Foods Inc), Indenture (Smithfield Foods Inc)
Optional Redemption. (a) At any time prior to the Par Call Date, the Company Notes may redeem be redeemed by the Notes at its optionCompany, in whole or from time to time in part, at the Company’s option, at a redemption price (the “Redemption Price”) equal to the greater of of:
(i) 100% of the principal amount of the Notes being redeemedredeemed plus accrued and unpaid interest thereon to, and but excluding, the Redemption Date; or
(ii) the sum of the present values of the remaining scheduled payments of principal and interest Remaining Scheduled Payments on the such Notes to be being 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 the payments of interest accrued as of the redemption date (the “Redemption Date) ”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate Adjusted Treasury Rate, as determined by the Quotation Agent, plus 25 basis points, plus, in each case, plus accrued and unpaid interest thereon on the principal amount of such Notes being redeemed 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 .
(b) At any time on or after the Par Call Date, the Redemption Price will be Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes being redeemed to be redeemed, plus accrued and unpaid interest thereon interest, if any, on the Notes to, but excluding, the applicable Redemption Date. If notice Date (subject to the right of redemption has been given as provided in the Indenture and funds for the redemption Holders of the Notes called for redemption shall have been made available record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date referred is on or after a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such noticeRecord Date, such and no additional interest will be payable to Holders whose Notes will cease be subject to bear interest on redemption by the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from Company. On and after the Redemption Date Date, interest will be cease to receive payment of the Redemption Price upon surrender of such accrue on Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed or portions thereof called 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. .
(d) If all or less than all of the Notes are to be redeemed redeemed, the Trustee shall authenticate for the Holder at the option expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the 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 above, the Company will notify may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the 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 notice from the Company shall be 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 prior to the date of redemption, the Notes to be redeemed in part. Neither the Company 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.
Appears in 2 contracts
Sources: Indenture (Smithfield Foods Inc), Indenture (Smithfield Foods Inc)
Optional Redemption. At This Note may 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 Par Call Stated Maturity, at the option of the Company at 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 Company may redeem the Notes at its option, in whole or from time to time in part, at a redemption price (the “Redemption Price”) equal to the greater of following have occurred: (i) payment in full by the principal amount Company of the Non-Convertible Notes being redeemedincluding without limitation, accrued but unpaid interest, pre-payment penalties, fees or other expenses due thereunder and (ii) the sum New Conversion Rights Date. Unless the Company defaults in the payment of the present values of the remaining scheduled payments of principal and Redemption Price, interest will cease to accrue on the Notes to be redeemed that would be due if such notes matured or portions thereof called for redemption 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 Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 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 fewer than all of the Notes are to be redeemed at the option of the Companyredeemed, the Company will notify Trustee shall select the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of particular Notes to be redeemed and their Redemption Datefrom the outstanding Notes by the methods as provided in the Indenture. In connection If any Note selected for partial redemption is converted in part before termination of the conversion right with any redemption prior respect to the Par Call Dateportion of the Note so selected, the Company converted portion of such Note shall give be deemed to be the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested portion selected for redemption (provided, however, that the Trustee give Holder of such Note so converted and deemed redeemed shall not be entitled to the Holders the notice any additional interest payment as a result of such deemed redemption required by Section 1104 than such Holder would have otherwise been entitled to receive upon conversion of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemptionNote). The Trustee shall Notes which 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 prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes been converted during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed may be treated by the Trustee as outstanding for the purpose of such selection. On and ending at after the close Redemption Date, interest ceases to accrue on Notes or portions of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, Notes called for redemption, except unless the unredeemed portion Company defaults in the payment of any Note being redeemed the Redemption Price and accrued and unpaid interest. Notice of redemption will be given by the Company to the Holders as provided in partthe Indenture.
Appears in 2 contracts
Sources: Indenture (PRG Schultz International Inc), Indenture (PRG Schultz International Inc)
Optional Redemption. At any time prior to Commencing six (6) months after the Par Call Dateoriginal Issue Date of this Note, the Company may redeem Borrower will have the Notes at its optionoption of prepaying the outstanding Principal amount of this Note (“Optional Redemption”), in whole or from time to time in part, at by paying to the Holder a redemption price sum of money in cash equal to one hundred percent (100%) of the Principal amount to be redeemed, together with accrued but unpaid interest thereon, if any, and any and all other sums due, accrued or payable to the Holder arising under this Note through the Redemption Payment Date, as defined below and 2.8986 shares of Common Stock for each $1.00 of Note principal amount being redeemed (the “Redemption PriceAmount”). B▇▇▇▇▇▇▇’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be a date certain not sooner than thirty (30) 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”) equal to the greater of (i) the principal amount during which all of the Notes being redeemed, and (ii) the sum Equity Conditions have been in effect. A Notice of the present values of the remaining scheduled payments of principal and interest on the Notes Redemption shall not be effective with respect 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 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 Date) discounted to 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 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 Redemption Amount, less any cash portion of the Redemption Amount against which the Holder has permissibly exercised its conversion rights, shall be paid in good funds to the Holder. In the event the Borrower fails to 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 Amount on the Redemption Payment Date referred as set forth herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no right to in such noticedeliver another Notice of Redemption, such Notes will and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default. In the event the Equity Conditions cease to bear interest on be in effect prior to 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. Amount, the Holder may cancel the Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 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 will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the 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 notice from the Company shall be 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 prior to the date of redemption, the Notes to be redeemed in part. Neither the Company 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partRedemption.
Appears in 2 contracts
Sources: Convertible Security Agreement (Reign Sapphire Corp), Convertible Security Agreement (Reign Sapphire Corp)
Optional Redemption. At any time prior to the Par Call Date, the Company The Issuer may redeem the Notes in whole or in part, at its option, in whole at any time or from time to time in partprior to Maturity (the date of such redemption, at a redemption price (the “Redemption PriceDate”) ). The Redemption Price will be equal to the greater of of:
(i) 100% of the aggregate principal amount of the Notes being to be redeemed, and ; 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 but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) Remaining Scheduled Payments, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at ), using a rate equal to the Reinvestment Treasury Rate plus 25 basis pointspoints (such sum to be calculated as set forth in the Indenture), plus, in each casethe case of (i) or (ii), accrued and unpaid interest thereon to, but excludingnot including, the Redemption Date; provided. Notwithstanding the foregoing, however, installments of interest on Notes that if the Redemption Date falls after a Regular Record Date are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on 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 registered Holders as of record at the close of business on the corresponding relevant Regular Record Date. Notwithstanding the foregoing, if Date according to 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 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 Indenture. On and after the Redemption Date for the Notes, interest will be cease to receive accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price upon surrender of such Notes in accordance with such noticeand accrued interest, if any. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in On or before the Security Register Redemption Date for the Notes, not more than 60 nor less than 15 days prior the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the date fixed for redemption. The notice Redemption Price of redemption will specify, among other items, the Notes to be redeemed on 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 will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the 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 notice from the Company shall be 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 prior to the date of redemptionredeemed, 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. Neither the Company nor the Trustee Notice of any redemption shall be required to: (i) issue, register the transfer of electronically delivered or exchange Notes during a period beginning mailed at the opening of business 15 least 30 days but not more than 60 days before any selection the Redemption Date to each Holder of the Notes to be redeemed and ending 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 close time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth in the Indenture, shall be set forth in an Officer’s Certificate of business the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the day of mailing Redemption Date and at the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partapplicable Redemption Price.
Appears in 2 contracts
Sources: Second Supplemental Indenture (Intel Corp), Note Agreement (Intel Corp)
Optional Redemption. At any time prior to the Par Call Date, the Company The Issuer may redeem the Notes in whole or in part, at its option, in whole at any time or from time to time in partprior to maturity on at least 30 days, at a redemption price but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “Redemption PriceDate”) ). The redemption price will be equal to the greater of of:
(i) 100% of the aggregate principal amount of the Notes being to be redeemed, and ; or
(ii) the sum of the present values of the remaining scheduled payments of the principal thereof and interest on the Notes to be redeemed thereon that would be due if such notes matured on after the Par Call related Redemption Date but for the redemption thereof (not including any portion of such payments redemption, exclusive of interest accrued as of and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Date) , discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at ), using a rate equal to the Reinvestment Treasury Rate plus 25 15 basis pointspoints (such sum to be calculated as set forth in the Indenture), plus, in each casethe case of (i) or (ii), accrued and unpaid interest thereon to, but excludingnot including, the Redemption Date; provided. Notwithstanding the foregoing, however, installments of interest on Notes that if the Redemption Date falls after a Regular Record Date are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on 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 registered Holders as of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if relevant record date according to 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 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 Indenture. On and after the Redemption Date for the Notes, interest will be cease to receive accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price upon surrender of such Notes in accordance with such noticeand accrued interest, if any. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in On or before the Security Register Redemption Date for the Notes, not more than 60 nor less than 15 days prior the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the date fixed for redemption. The notice Redemption Price of redemption will specify, among other items, the Notes to be redeemed on the Redemption Date, and (except if the Redemption Price and the principal amount of the Notes held by such Holder to Date shall be redeemedan Interest Payment Date) accrued interest, if any. 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 (or such shorter period as is satisfactory to the Trustee) of the 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 notice from the Company shall be 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 prior to the date of redemptionredeemed, 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. Neither the Company nor the Trustee Notice of any redemption shall be required to: (i) issue, register the transfer of electronically delivered or exchange Notes during a period beginning mailed at the opening of business 15 least 30 days but not more than 60 days before any selection the Redemption Date to each Holder of the Notes to be redeemed and ending 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 close time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth in the Indenture, shall be set forth in an Officers’ Certificate of business the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the day of mailing Redemption Date and at the relevant notice of redemption; or (ii) register applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partRedemption Date.
Appears in 2 contracts
Sources: First Supplemental Indenture (Hewlett Packard Enterprise Co), First Supplemental Indenture (Juniper Networks Inc)
Optional Redemption. At any time prior to Commencing on the Par Call Dateoriginal Issue Date of this Note, the Company may redeem Borrower will have the Notes at its optionoption of prepaying the outstanding Principal amount of this Note (“Optional Redemption”), in whole or from time to time in part, at by paying to the Holder a redemption price sum of money in cash equal to one hundred and twenty-five percent (125%) 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 Note through the Redemption Payment Date, as defined below (the “Redemption PriceAmount”). ▇▇▇▇▇▇▇▇’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be a date certain not sooner than thirty (30) 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”) equal 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 against which the Holder has permissibly exercised its conversion rights, shall be paid in good funds to the greater of 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 Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) the principal amount such Notice of the Notes being redeemedRedemption will be null and void, and (ii) Borrower will have no right to deliver another Notice of Redemption. In the sum of event the present values of the remaining scheduled payments of principal and interest on the Notes Equity Conditions cease 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 effect 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 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. Amount, the Holder may cancel the Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 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 will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the 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 notice from the Company shall be 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 prior to the date of redemption, the Notes to be redeemed in part. Neither the Company 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partRedemption.
Appears in 2 contracts
Sources: Convertible Security Agreement (iHookup Social, Inc.), Convertible Security Agreement (iHookup Social, Inc.)
Optional Redemption. At any time prior The Company will have the option of redeeming the Note and Put Notes ("Optional Redemption") by paying to the Par Call Date, the Company may redeem the Notes at its option, in whole or from time to time in part, at Subscriber a redemption price (the “Redemption Price”) equal to the greater sum of (i) money determined by multiplying the principal amount of the Note or Put Note by 130% together with accrued but unpaid interest thereon ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) 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 Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within three (3) business days after receipt of a Notice of Redemption to give the 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 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 Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the sixth business day after the Redemption Date. In the event the Company fails to pay the Redemption Amount by such date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption. 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 Notes being redeemedand Put Notes issued in connection with the Initial Offering, in proportion to their holdings of Note and Put Note principal on a 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 sum Company Shares issuable upon conversion of the present values of the remaining scheduled payments of full outstanding Note and Put Note 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 are included in a registration statement effective as of the Redemption DateDate and the average closing price of the common stock on the Principal Market for the twenty-two (22) discounted consecutive trading days prior 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 100is not less than 300% 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 Conversion Price in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available effect 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 daily trading volume during 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 noticeperiod is not less than 600,000 Common Shares per day. Only one Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 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 will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the 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 notice from the Company shall may be 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 prior to the date of redemption, the Notes to be redeemed in part. Neither the Company 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partSubscriber.
Appears in 2 contracts
Sources: Subscription Agreement (Cambio Inc), Subscription Agreement (Telynx Inc)
Optional Redemption. At any time prior The Senior Notes shall be subject to ------------------- redemption at the Par Call Date, option of the Company may redeem the Notes at its optionOperating Partnership, in whole or in part, at any time, and from time to time in parttime, at a redemption price (the “Redemption Price”) equal to the greater sum of (i) the principal amount of the Senior Notes being redeemed, plus accrued and unpaid interest thereon to the redemption date, 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 Make-Whole Amount (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 premiumdefined below), if any, due on with respect to 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 Senior Notes are redeemed on or after the Par Call Date(together, 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 DatePrice"). If notice of redemption has been given as provided in the Original Indenture and funds for the redemption of the any Senior Notes called for redemption shall have been made available on the Redemption Date redemption date referred to in such notice, such Senior Notes will shall 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 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 will shall be given to Holders at their addresses, as shown in the Security Register security register for the Senior Notes, not less than 30 nor more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will shall specify, among other items, the Redemption DateSenior Notes to be redeemed, the Redemption Price and the principal amount of the Senior Notes held by such Holder to be redeemed. If all or less than all of the Senior Notes are to be redeemed at the option of the CompanyOperating Partnership, the Company 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 Trustee) of the aggregate principal amount of the Senior 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 notice from the Company shall be 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 Pricedate. The Trustee shall select, pro rata, by lot or in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Senior Notes to be redeemed in whole or in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Senior Notes during a period beginning at the opening of business 15 days before any selection of Notes to may be redeemed and ending at in part in the close authorized denomination of business on $1,000 or in any integral multiple thereof; provided, that, in the day case of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for a partial redemption, except until the unredeemed portion Private Placement -------- Legend shall have been removed therefrom, the remaining principal amount of any Note being redeemed in part.Senior Notes owned by any Holder or beneficial owner shall not be less than $100,000. As used herein:
Appears in 2 contracts
Sources: Supplemental Indenture (Cp LTD Partnership), Supplemental Indenture (Cp LTD Partnership)
Optional Redemption. At any time prior to The Borrower will have the Par Call Date, option of redeeming the Company may redeem the Notes at its option, in whole or from time to time in part, at a redemption price (the “Redemption Price”) equal to the greater of (i) the outstanding principal amount of the Notes being redeemedNote ("Optional Redemption"), subject to the other payment provisions herein, by paying to the Purchaser 110% of such principal amount together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Purchaser arising under this Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption (“Notice of Redemption”) 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 Purchaser at any time before receipt of a Notice of Redemption or given pursuant to the following sentence. The Purchaser may elect within five (5) business days after receipt of a Notice of Redemption to give the 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 Amount must be paid in good funds to the Purchaser no later than the seventh (7th) business day after the Redemption Date (“Optional Redemption Payment Date”). In the event the Borrower fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void. A Notice of Redemption may be given by the Borrower, provided (i) no Event of Default as described in the Note shall have occurred or be continuing; and (ii) the sum Note Shares issuable upon conversion of the present values of the remaining scheduled payments of full outstanding Note principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but are included for the redemption thereof (not including any portion of such payments of interest accrued unrestricted resale in a registration statement effective 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 Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 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 will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the 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 notice from the Company shall be 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 prior to the date of redemption, the Notes to be redeemed in part. Neither the Company 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.
Appears in 2 contracts
Sources: Convertible Note (Metropolitan Health Networks Inc), Convertible Note (Metropolitan Health Networks Inc)
Optional Redemption. At The Company will have the option of redeeming any time prior outstanding Notes ("Optional Redemption") by paying to the Par Call Date, the Company may redeem the Notes at its option, in whole or from time to time in part, at Subscriber a redemption price (the “Redemption Price”) sum of money 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 100110% of the principal amount of the Notes being redeemed plus portion of the Note described below together with accrued and but unpaid interest thereon toand any and all other sums due, but excludingaccrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the applicable Redemption Date. If day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with a portion of a Note for which notice of conversion has been given as provided in by the Indenture and funds for Subscriber. A Notice of Redemption must be accompanied by a certificate signed by the redemption chief executive officer or chief financial officer of the Notes called for redemption shall have been made available Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Date referred Amount. The Redemption Amount must be paid in good funds to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and Subscriber no later than the only right of the Holders of such Notes from and fifth (5th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to receive payment of effect an Optional Redemption, and at the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other itemsSubscription's election, the Redemption Date, the Amount will be deemed a Mandatory Redemption Price Payment and the principal amount of the Notes held by such Holder to Optional Redemption Payment Date will 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 (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their deemed a Mandatory Redemption Payment 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 notice from the Company shall be 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 prior to the date of redemption, the Notes to be redeemed in part. Neither the Company 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.
Appears in 2 contracts
Sources: Subscription Agreement (NCT Group Inc), Subscription Agreement (NCT Group Inc)
Optional Redemption. At any time prior to the Par Call Date, the Company The Issuer may redeem the Notes in whole or in part, at its option, in whole at any time or from time to time in partprior to Maturity (the date of such redemption, at a redemption price (the “Redemption PriceDate”) ). The Redemption Price will be equal to the greater of of:
(i) 100% of the aggregate principal amount of the Notes being to be redeemed, and ; 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 but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) Remaining Scheduled Payments, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at ), using a rate equal to the Reinvestment Treasury Rate plus 25 20 basis pointspoints (such sum to be calculated as set forth in the Indenture), plus, in each casethe case of (i) or (ii), accrued and unpaid interest thereon to, but excludingnot including, the Redemption Date; provided. Notwithstanding the foregoing, however, installments of interest on Notes that if the Redemption Date falls after a Regular Record Date are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on 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 registered Holders as of record at the close of business on the corresponding relevant Regular Record Date. Notwithstanding the foregoing, if Date according to 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 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 Indenture. On and after the Redemption Date for the Notes, interest will be cease to receive accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price upon surrender of such Notes in accordance with such noticeand accrued interest, if any. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in On or before the Security Register Redemption Date for the Notes, not more than 60 nor less than 15 days prior the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the date fixed for redemption. The notice Redemption Price of redemption will specify, among other items, the Notes to be redeemed on 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 will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the 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 notice from the Company shall be 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 prior to the date of redemptionredeemed, 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. Neither the Company nor the Trustee Notice of any redemption shall be required to: (i) issue, register the transfer of electronically delivered or exchange Notes during a period beginning mailed at the opening of business 15 least 30 days but not more than 60 days before any selection the Redemption Date to each Holder of the Notes to be redeemed and ending 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 close time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth in the Indenture, shall be set forth in an Officer’s Certificate of business the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the day of mailing Redemption Date and at the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partapplicable Redemption Price.
Appears in 2 contracts
Sources: Second Supplemental Indenture (Intel Corp), Note Agreement (Intel Corp)
Optional Redemption. (a) At any time prior to the Par Call Date, the Company Notes may redeem be redeemed by the Notes at its optionCompany, in whole or from time to time in part, at the Company’s option, at a redemption price (the “Redemption Price”) equal to the greater of of:
(i) 100% of the principal amount of the Notes being redeemedredeemed plus accrued and unpaid interest thereon to, and but excluding, the Redemption Date; or
(ii) the sum of the present values of the remaining scheduled payments of principal and interest Remaining Scheduled Payments on the such Notes to be being 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 the payments of interest accrued as of the redemption date (the “Redemption Date) ”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate applicable Adjusted Treasury Rate, as determined by the Quotation Agent, plus 25 40 basis points, plus, in each case, plus accrued and unpaid interest thereon on the principal amount of such Notes being redeemed 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 .
(b) At any time on or after the Par Call Date, the Redemption Price will be Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes being redeemed to be redeemed, plus accrued and unpaid interest thereon interest, if any, on the Notes to, but excluding, the applicable Redemption Date. If notice Date (subject to the right of redemption has been given as provided in the Indenture and funds for the redemption Holders of the Notes called for redemption shall have been made available record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date referred is on or after a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such noticeRecord Date, such and no additional interest will be payable to Holders whose Notes will cease be subject to bear interest on redemption by the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from Company. On and after the Redemption Date Date, interest will be cease to receive payment of the Redemption Price upon surrender of such accrue on Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed or portions thereof called 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. .
(d) If all or less than all of the Notes are to be redeemed redeemed, the Trustee shall authenticate for the Holder at the option expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the 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 above, the Company will notify may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the 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 notice from the Company shall be 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 prior to the date of redemption, the Notes to be redeemed in part. Neither the Company 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.
Appears in 2 contracts
Sources: Indenture (Smithfield Foods Inc), Indenture (Smithfield Foods Inc)
Optional Redemption. At any time prior to the Par Call DateJuly 1, 2020, the Company Issuer may redeem the Notes at its option, in whole or from time to time in part, at a redemption price (the “Redemption Price”) 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 Redemption Price. At 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 time on or after the Par Call DateJuly 1, 2020, the Redemption Price Notes will be redeemable at the option of the Issuer, in whole or from time to time in part, at a redemption price equal to 100% of the principal amount of the Notes being to be redeemed plus accrued and unpaid interest thereon to, but excluding, to 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 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 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 CompanyIssuer, the Company Issuer will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the 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 The Issuer shall give the Trustee notice of the related Redemption Price Make-Whole Amount promptly after the calculation thereof and if the Company Issuer has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company Issuer shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price Make-Whole Amount in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption PriceMake-Whole Amount. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.
Appears in 2 contracts
Sources: Supplemental Indenture (Liberty Property Limited Partnership), Supplemental Indenture (Liberty Property Limited Partnership)
Optional Redemption. (a) At any time prior to the Par Call Date, the Company Notes may redeem be redeemed by the Notes at its optionCompany, in whole or from time to time in part, at the Company’s option, at a redemption price (the “Redemption Price”) equal to the greater of of:
(i) 100% of the principal amount of the Notes being redeemedredeemed plus accrued and unpaid interest thereon to, and but excluding, the Redemption Date; or
(ii) the sum of the present values of the remaining scheduled payments of principal and interest Remaining Scheduled Payments on the such Notes to be being 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 the payments of interest accrued as of the redemption date (the “Redemption Date) ”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate applicable Adjusted Treasury Rate, as determined by the Quotation Agent, plus 25 45 basis points, plus, in each case, plus accrued and unpaid interest thereon on the principal amount of such Notes being redeemed 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 .
(b) At any time on or after the Par Call Date, the Redemption Price will be Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes being redeemed to be redeemed, plus accrued and unpaid interest thereon interest, if any, on the Notes to, but excluding, the applicable Redemption Date. If notice Date (subject to the right of redemption has been given as provided in the Indenture and funds for the redemption Holders of the Notes called for redemption shall have been made available record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date referred is on or after a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such noticeRecord Date, such and no additional interest will be payable to Holders whose Notes will cease be subject to bear interest on redemption by the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from Company. On and after the Redemption Date Date, interest will be cease to receive payment of the Redemption Price upon surrender of such accrue on Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed or portions thereof called 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. .
(d) If all or less than all of the Notes are to be redeemed redeemed, the Trustee shall authenticate for the Holder at the option expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the 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 above, the Company will notify may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the 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 notice from the Company shall be 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 prior to the date of redemption, the Notes to be redeemed in part. Neither the Company 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.
Appears in 2 contracts
Sources: Indenture (Smithfield Foods Inc), Indenture (Smithfield Foods Inc)
Optional Redemption. (a) At any time prior to the Par Call Date, the Company Notes may redeem be redeemed by the Notes at its optionCompany, in whole or from time to time in part, at the Company’s option, at a redemption price (the “Redemption Price”) equal to the greater of of:
(i) 100% of the principal amount of the Notes being redeemedredeemed plus accrued and unpaid interest thereon to, and but excluding, the Redemption Date; or
(ii) the sum of the present values of the remaining scheduled payments of principal and interest Remaining Scheduled Payments on the such Notes to be being 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 the payments of interest accrued as of the redemption date (the “Redemption Date) ”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate applicable Adjusted Treasury Rate, as determined by the Quotation Agent, plus 25 30 basis points, plus, in each case, plus accrued and unpaid interest thereon on the principal amount of such Notes being redeemed to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date .
(b) At any time on 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 Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes being redeemed to be redeemed, plus accrued and unpaid interest thereon tointerest, but excludingif any, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of on the Notes called for redemption shall have been made available on to the Redemption Date referred (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 accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such noticeRecord Date, such and no additional interest will be payable to Holders whose Notes will cease be subject to bear interest on redemption by the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from Company. On and after the Redemption Date Date, interest will be cease to receive payment of the Redemption Price upon surrender of such accrue on Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed or portions thereof called 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. .
(d) If all or less than all of the Notes are to be redeemed redeemed, the Trustee shall authenticate for the Holder at the option expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the 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 above, the Company will notify may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the 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 notice from the Company shall be 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 prior to the date of redemption, the Notes to be redeemed in part. Neither the Company 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.
Appears in 2 contracts
Sources: Indenture (Smithfield Foods Inc), Indenture (Smithfield Foods Inc)
Optional Redemption. At any time prior to the Par Call Date, the The Company may redeem the Notes prepay this Note at its optionany time, in whole or from time to time in part, without penalty or premium. If within six (6) months of the date of 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%) of any fees it received from the Company on the date of issue of this Note. The Company shall deliver to the Holder a written notice of redemption price (the “Notice of Redemption”) specifying the date for such Optional Redemption (the “Redemption PricePayment Date”), which date shall be within ten (10) equal to the greater of (i) the principal amount business days of the Notes being redeemed, and (ii) the sum date of the present values Notice of Redemption (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 “Redemption Period”). On 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 Redemption Amount must be paid in good funds to the Holder. In the event the Company will fails to 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 Amount on the Redemption Payment Date referred as set forth herein, then such Redemption Notice will be null and void. If any Notes issued pursuant to the Purchase Agreement, in such noticeaddition to this Note, such Notes will cease to bear interest on are outstanding (collectively, the date fixed for such redemption specified in such notice “Outstanding Notes”) and the only right of the Holders of such Notes from and after the Redemption Date will be Company pursuant 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 this Section 1.4 elects to Holders at their addressesmake an Optional Redemption, as 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 will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, then the Company shall give take the Trustee notice same action with respect to all Outstanding Notes and make such payments to all holders 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 notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of Outstanding Notes on a pro rata basis based upon the Redemption Price in such notice Amount 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 prior to the date of redemption, the Notes to be redeemed in part. Neither the Company 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any each Outstanding Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.
Appears in 2 contracts
Sources: Note Agreement (Micro Component Technology Inc), Note Agreement (Micro Component Technology Inc)
Optional Redemption. At any time prior to the Par Call Date, the Company The Issuer may redeem the Notes in whole or in part, at its option, in whole at any time or from time to time in partprior to maturity on at least 15 days, at a redemption price but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “Redemption PriceDate”) pursuant to the following terms: At any time before November 10, 2025 (the “Par Call Date”), the redemption price will be equal to the greater of of:
(i) 100% of the aggregate principal amount of the Notes being to be redeemed, and ; or
(ii) the sum of the present values of the remaining scheduled payments of the principal thereof and interest on the Notes to be redeemed thereon that would be due if after the related Redemption Date but for such notes matured redemption (assuming, for this purpose, that the Notes mature on the Par Call Date but for the redemption thereof (not including any portion of such payments Date), exclusive of interest accrued as of and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Date) , discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at ), using a discount rate equal to the Reinvestment Treasury Rate plus 25 15 basis pointspoints (such sum to be calculated as set forth in the Indenture), plus, in each casethe case of (i) or (ii), accrued and unpaid interest thereon to, but excludingnot including, 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 At any time on or after the Par Call Date, the Redemption Price will be 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 being redeemed to be redeemed, plus accrued and unpaid interest thereon to, but excludingnot including, the applicable Redemption Date. If notice Notwithstanding the foregoing, installments of redemption has been given 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 provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available close of business on the Redemption Date referred relevant record date according to in such notice, such the 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 Indenture. On and after the Redemption Date for the Notes, interest will be cease to receive accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price upon surrender of such Notes in accordance with such noticeand accrued interest, if any. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in On or before the Security Register Redemption Date for the Notes, not more than 60 nor less than 15 days prior the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the date fixed for redemption. The notice Redemption Price of redemption will specify, among other items, the Notes to be redeemed on the Redemption Date, and (except if the Redemption Price and the principal amount of the Notes held by such Holder to Date shall be redeemedan Interest Payment Date) accrued interest, if any. 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 (or such shorter period as is satisfactory to the Trustee) of the 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 notice from the Company shall be 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 prior to the date of redemptionredeemed, 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. Neither the Company nor the Trustee Notice of any redemption shall be required to: (i) issue, register the transfer of electronically delivered or exchange Notes during a period beginning mailed at the opening of business least 15 days but not more than 60 days before any selection the Redemption Date to each Holder of the Notes to be redeemed and ending 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 close time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth in the Indenture, shall be set forth in an Officers’ Certificate of business the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the day of mailing Redemption Date and at the relevant notice of redemption; or (ii) register applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partRedemption Date.
Appears in 2 contracts
Sources: Seventh Supplemental Indenture (Hewlett Packard Enterprise Co), Seventh Supplemental Indenture (Juniper Networks Inc)
Optional Redemption. At any time prior to The Borrower will have the Par Call Date, option of prepaying the Company may redeem the Notes at its optionoutstanding Principal amount of this Note (“Optional Redemption”), in whole or from time to time in part, at by paying to the Holder a redemption price sum of money in cash equal to one hundred and fifty percent (150%) 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 Note through the Redemption Payment Date, as defined below (the “Redemption PriceAmount”). B▇▇▇▇▇▇▇’s election to exercise its right to prepay must be by notice in writing and include proof of funds to pay for the Optional Redemption (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be a date certain not sooner than twenty (20) 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”) equal to during which all of the greater of Equity Conditions [until six months after the Original Issue Date, except for part (c) and (i) the principal amount of the Notes being redeemed, and (ii) the sum definition of the present values Equity Conditions] have been in effect. A Notice of the remaining scheduled payments of principal and interest on the Notes Redemption shall not be effective with respect 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 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 Date) discounted to 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 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 Redemption Amount, less any portion of the Redemption Amount against which the Holder has permissibly exercised its conversion rights, shall be paid in good funds to the Holder. In the event the Borrower fails to 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 Amount on the Redemption Payment Date referred as set forth herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no right to in such noticedeliver another Notice of Redemption, such Notes will and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default. In the event the Equity Conditions cease to bear interest on be in effect prior to 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. Amount, the Holder may cancel the Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 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 will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the 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 notice from the Company shall be 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 prior to the date of redemption, the Notes to be redeemed in part. Neither the Company 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partRedemption.
Appears in 2 contracts
Sources: Convertible Note and Class a Warrant Agreement (Attitude Drinks Inc.), Secured Convertible Note (Attitude Drinks Inc.)
Optional Redemption. At any time prior to the Par Call Date, the Company The Notes may redeem the Notes at its option, be redeemed in whole or from time to time in partpart at the option of the Issuer on or after January 19, 2018 (such redemption, an “Optional Redemption”) at a redemption price (the “Optional Redemption Price”) equal to the greater of (i) the principal amount of the Notes being redeemed, payable in cash 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 interest, including Additional Interest, if any, to, but excluding, the applicable Optional Redemption Date. If notice of redemption has been given as provided , or, in the Indenture 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 Notes are redeemed on a date that is after a Regular Record Date and funds for prior to the redemption corresponding Interest Payment Date, the accrued interest payable in respect of such Interest Payment Date shall not be payable to Holders 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 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 whom the principal amount of the Notes held by such Holder being redeemed pursuant to be redeemed. If all or less than all the Optional Redemption is paid, and shall instead pay the full amount of the relevant interest payment on such Interest Payment Date to the Holder of record on the relevant Regular Record Date for the corresponding Interest Payment Date. For the avoidance of doubt, the Issuer may not redeem any Notes are to in an Optional Redemption unless all accrued and unpaid interest thereon has been or is simultaneously paid (or will be redeemed paid at the option of next Interest Payment Date in accordance with the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (immediately preceding sentence) for all semi-annual interest periods or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption portions thereof terminating prior to the Par Call Redemption 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 notice from the Company shall be 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 prior to the date of redemption, the Notes to be redeemed in part. Neither the Company 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.
Appears in 2 contracts
Sources: Note Purchase Agreement (Amarin Corp Plc\uk), Indenture (Amarin Corp Plc\uk)
Optional Redemption. At any time prior to The Senior Notes will be redeemable, at the Par Call Date, option of the Company may redeem the Notes at its optionCompany, in whole at any time or in part from time to time in part(a “Redemption Date”), at a redemption price (the “Redemption Price”) equal to the greater of (i) 100% of the principal amount of the Senior Notes being redeemed, and 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 notes matured on the Par Call Date but for the redemption thereof (redeemed, not including any portion of such the payments of interest accrued as of the such Redemption Date) , discounted to the such Redemption Date on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate Treasury Rate, plus 25 20 basis points, plus, as calculated by an Independent Investment Banker; plus in each case, accrued and unpaid interest thereon on the Senior Notes to be redeemed 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 the Company has given notice of redemption has been given as provided in the Original Indenture and made funds available for the redemption of the any Senior Notes called for redemption shall have been made available on the Redemption Date referred to in such that notice, such those Senior Notes will cease to bear interest on that Redemption Date. Any interest accrued to the date fixed for such redemption will be paid as 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 The Company will give written notice of any optional redemption of any Senior Notes will be given to Holders of the 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 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Datedate fixed for redemption, the Redemption Price redemption price and the aggregate principal amount of the Senior Notes held by such Holder to be redeemed. If all or the Company chooses to redeem less than all of the Senior Notes, the particular Senior Notes are to be redeemed at the option of the Company, the Company will notify shall be selected by the Trustee at least not more than 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the 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 notice from the Company shall be 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 will select the Redemption Price. The Trustee shall selectmethod in its sole discretion, in such manner as it shall deem fair appropriate and appropriatefair, no less than 60 days prior to for the date of redemption, the Senior Notes to be redeemed in part. Neither the Company 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.
Appears in 2 contracts
Sources: Fifth Supplemental Indenture (Principal Financial Group Inc), Senior Notes Indenture (Principal Financial Group Inc)
Optional Redemption. At any time prior to the Par Call Date, The Issuers or the Company may choose to redeem all or any portion of the Notes Notes, at its option, in whole or any time and from time to time in partprior to January 15, at 2027, upon payment of a redemption price (Redemption Price calculated by the “Redemption Price”) Issuers equal to the greater of of:
(ia) 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 100101% of the principal amount of the Notes being 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 thereon to, to but excluding, excluding the applicable Redemption Date. If notice of redemption has been given as provided ), computed using a discount rate equal to the Treasury Yield (determined on the second Business Day immediately preceding the Redemption Date) plus 50 basis points, plus, in the Indenture either case, accrued and funds for the redemption of the Notes called for redemption shall have been made available on unpaid interest, if any, to but excluding the Redemption Date referred (subject to in such notice, such Notes will cease to bear interest the right of Holders of record on the relevant record date fixed for such redemption specified in such notice and to receive interest due on the only right of the Holders of such Notes from 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 Redemption Date will be to receive payment of Issuers or 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 Company may redeem the Notes, not more than 60 nor less than 15 days prior to in whole or in part, at the date fixed for redemption. The notice following redemption prices (expressed as a percentage 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 ) 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 less than all the Company may on any one or more occasions redeem up to 40% of the original aggregate principal amount of the Notes are (calculated after giving effect to be redeemed any issuance of Additional Notes) with the Net Cash Proceeds of one or more Equity Offerings at the option of the Company, the Company will notify the Trustee at least 45 days prior a redemption price equal to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) 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 be redeemed and their the Trustee no later than two Business Days prior to the Redemption Date. In connection with any redemption prior to tender offer (including any Change of Control Offer made in accordance with the Par Call Dateterms 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 shall give or such third party will have the Trustee right upon not less than 10 nor more than 60 days’ prior 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 notice from the Company shall be given (with a copy to the Trustee 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 such time as shall permit a price equal to the Trustee price paid to include notice of the Redemption Price Holders in such notice 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 calculate the redemption price in connection with any redemption, and the Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in duty to calculate or verify any such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partcalculation.
Appears in 1 contract
Optional Redemption. At This Security is redeemable, at the option of the Company, (a) prior to May 15, 2028, at any time prior to the Par Call Datein whole, the Company may redeem the Notes at its option, in whole or from time to time in part, at a redemption price (the “Redemption Price”) , payable in cash, equal to the greater of: (x) 100% of (i) the principal amount of the Notes being to be redeemed, ; and (iiy) 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 for such redemption) scheduled interest and principal payments on this Security (or the portion hereof) to be redeemed (excluding interest accrued to such Redemption Date) ), discounted to the such Redemption Date on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate applicable Treasury Yield plus 25 basis points, plus, in each case, accrued and case plus unpaid interest thereon that has accrued to, but excluding, such Redemption Date and (b) on or after May 15, 2028, at any time in whole, or from time to time in part, at a Redemption Price, payable in cash, equal to 100% of the principal amount to be redeemed, plus unpaid interest that has accrued to, but excluding, such Redemption Date. If such Redemption Date is after a Regular Record Date for this Security and on or before the related Interest Payment Date, then the payment of interest becoming due on such Interest Payment Date shall be payable, on such Interest Payment Date, to the Holder of record hereof at the close of business on such Regular Record Date, and the Redemption Price shall not include unpaid interest that has accrued 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, . This Security shall not be redeemable by 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 except as provided in the Indenture preceding sentences and funds for the redemption Indenture. This Security shall not be redeemable at the election of any Holder, except to the extent that the principal of, and interest on, this Security may be accelerated in accordance with Article 5 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 Indenture. For purposes of the Holders of such Notes from and after the Redemption Date will be to receive payment of determining the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given respect to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days redemptions occurring prior to May 15, 2028 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 following definitions 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 (or such shorter period as is satisfactory to the Trustee) of the 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 notice from the Company shall be 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 prior to the date of redemption, the Notes to be redeemed in part. Neither the Company 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.applicable:
Appears in 1 contract
Sources: Supplemental Indenture (Fidelity National Financial, Inc.)
Optional Redemption. At any time prior to the Par Call Date, the Company The Notes may redeem the Notes at its optionbe redeemed, in whole or from time to time in part, at a the Company’s option at any time or from time to time. In such event, the Company shall notify the Trustee of its decision to redeem the Notes, in whole or in part, as provided in the Indenture. The redemption price (for the “Notes to be redeemed on any Redemption Price”) Date before January 1, 2023 shall be calculated by the Company and shall be equal to the greater of the following amounts: (i) 100% of the principal amount Principal Amount of the Notes being redeemedto be redeemed on the Redemption Date, and or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be being redeemed on that would be due if such notes matured on the Par Call Redemption Date but for the redemption thereof (not including any portion of such any payments of interest accrued as of and unpaid to, but not including, the Redemption Date) discounted to the Redemption Date on a semi-annual semiannual basis (assuming at the Treasury Rate, as determined by a Reference Treasury Dealer selected by the Company, plus 30 basis points, plus, in either case, accrued and unpaid interest on the Notes to, but not including, the Redemption Date. The redemption price for the Notes to be redeemed on any Redemption Date on or after January 1, 2023 shall be equal to 100% of the principal amount of the Notes to be so redeemed, plus accrued and unpaid interest on the principal amount being redeemed to, but not including, the Redemption Date. Notwithstanding the foregoing, installments of interest on the Notes that are due and payable on interest payment dates falling on or prior to a Redemption Date shall 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. The redemption price shall be calculated on the basis of 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 Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 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 will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the 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 notice from the Company shall be 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 prior to the date of redemption, the Notes to be redeemed in part. Neither the Company 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.
Appears in 1 contract
Sources: Third Supplemental Indenture (Cytec Industries Inc/De/)
Optional Redemption. At any time prior Prior to the Par Call Date, the Company may redeem Notes will be redeemable and repayable, at the Notes at its Company’s option, at any time in whole whole, or from time to time in part, at a redemption price (the “Redemption Price”) equal to the greater of: 100% of (i) the principal amount of the Notes being to be redeemed, ; and (ii) the sum of the present values of the remaining scheduled payments of principal and interest (at the rate in effect on the date of calculation of the redemption price) on the Notes to be redeemed that would be due if such notes the Notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments exclusive of interest accrued as to the date of the Redemption Dateredemption) discounted to the Redemption Date date of redemption on a semi-an annual basis (assuming a 360-day year consisting of twelve 30-day monthsActual/Actual (ICMA)) at the Reinvestment Comparable Government Bond Rate plus 25 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 date 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 Dateredemption. Notwithstanding the foregoing, if the Notes are redeemed on On or after the Par Call Date, the Redemption Price Notes will be redeemable and repayable, at the Company’s option, at any time in whole, or from time to time in part, at a price equal to 100% of the principal amount of the Notes being to be redeemed plus accrued and unpaid interest thereon on the Notes to be redeemed to, but excluding, the applicable Redemption Datedate of redemption. 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 become due on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. Notices of redemption will be mailed at least 30 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will specifystate, among other itemsthings, 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 will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed, the redemption date, the redemption price or, if not ascertainable, the manner of determining the redemption price and the place(s) that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company or the Guarantor defaults in payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. Notes called for redemption will be redeemed and their Redemption Daterepaid in principal amounts of €100,000 or any integral multiple of €1,000 in excess thereof. In connection with If less than all the Notes are redeemed at any redemption prior to the Par Call Datetime, 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 notice from the Company shall be 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 prior to the date of redemption, will select the Notes to be redeemed in part. Neither the Company nor on a pro rata basis or by lot or any other method the Trustee shall be required to: (i) issuedeems fair and appropriate. For purposes of determining the optional redemption price, 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.following definitions are applicable:
Appears in 1 contract
Sources: First Supplemental Indenture (LyondellBasell Industries N.V.)
Optional Redemption. At any time prior to December 10, 2036 (which is the date that is three months prior to the maturity of the Notes (the “Par Call Date”)), the Company may choose to redeem all or any portion of the Notes at its option, in whole or from time to time in part, at a redemption price (calculated by the “Redemption Price”) Company equal to the greater of:
(a) 100% of (i) the principal amount of the Notes being to be redeemed, and ; and
(iib) the sum of the present values of the remaining scheduled payments of principal and interest on such Notes that would have been due if the Notes to be redeemed that would be due if such notes matured on the Notes Par Call Date (but for excluding accrued and unpaid interest to but excluding the redemption thereof Redemption Date), computed using a discount rate equal to the Treasury Yield (not including any portion of such payments of interest accrued as of determined on the second Business Day immediately preceding 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 20 basis points, plus, in each case, plus 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 premiuminterest, 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 such the relevant Interest Payment Date Date). The Trustee shall have no obligation to the Holder of record at the close of business on the corresponding Regular Record Datecalculate or verify any make-whole premium. Notwithstanding the foregoing, if the Notes are redeemed At any time on or after the Par Call Date, the Redemption Price will be 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 thereon tointerest, if any, 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 excluding the Redemption Date referred (subject to in such notice, such Notes will cease to bear interest the right of Holders of record on the date fixed for such redemption specified in such relevant Record Date to receive interest due on the relevant interest payment date). Any notice and the only right of to the Holders of Notes of such Notes from and after a redemption must include the Redemption Date will be to receive payment appropriate calculation of the Redemption Price, but need not include the Redemption Price upon surrender itself. The actual Redemption Price must be set forth in an Officer’s Certificate of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given the Company delivered to Holders at their addresses, as shown in the Security Register for the Notes, not more Trustee no later than 60 nor less than 15 days two Business 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 will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to tender offer (including any Change of Control Offer made in accordance with the Par Call Dateterms 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 shall give or such third party will have the Trustee right upon not less than 10 nor more than 60 days’ prior 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 notice from the Company shall be given (with a copy to the Trustee 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 such time as shall permit a price equal to the Trustee price paid to include notice of the Redemption Price Holders in such notice 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 calculate the redemption price in connection with any redemption, and the Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in duty to calculate or verify any such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partcalculation.
Appears in 1 contract
Sources: Indenture (JBS N.V.)
Optional Redemption. At any time prior to the Par Call Date, the Company The Issuer may redeem the Notes in whole or in part, at its option, in whole at any time or from time to time in partprior to maturity on at least 30 days, at a redemption price but not more than 60 days, prior notice mailed to the registered address of each Holder of the Notes (the “Redemption PriceDate”) ). The redemption price will be equal to the greater of of:
(i) 100% of the principal amount of the Notes being to be redeemed, and ; or
(ii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of interest and 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 thereon (not including any portion of such payments exclusive of interest accrued as of and unpaid to, but not including, the Redemption Date) discounted to the Redemption Date Date, on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) ), at a rate equal to the Reinvestment sum of the Treasury Rate plus 25 50 basis points, plus, in each either case, accrued and unpaid interest thereon to, but excludingnot including, the Redemption Date; provided. Notwithstanding the foregoing, however, installments of interest on Notes that if the Redemption Date falls after a Regular Record Date are due and payable on interest payment dates falling on or prior to a Redemption Date will be payable on 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 payment date to the Holder registered Holders as of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if relevant record date according to 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 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 Indenture. On and after the Redemption Date for the Notes, interest will be cease to receive accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price upon surrender of such Notes in accordance with such noticeand accrued interest, if any. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in On or before the Security Register Redemption Date for the Notes, not more than 60 nor less than 15 days prior the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the date fixed for redemption. The notice Redemption Price of redemption will specify, among other items, the Notes to be redeemed on the Redemption Date, and (except if the Redemption Price and the principal amount of the Notes held by such Holder to Date shall be redeemedan Interest Payment Date) accrued interest, if any. If all or less than all of the Notes are to be redeemed at the option of the Companyredeemed, the Company will notify Depositary shall select the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Datein accordance with its operational arrangements. In connection with any redemption prior to If the Par Call DateNotes are not Global Notes held by the Depositary, the Company Notes to be redeemed shall give be selected by the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that by such method as the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be 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 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 mailed at least 30 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed; provided, however, that if the Trustee is asked to give such notice it shall be notified in writing of such request at least 15 days prior to the date of redemptionthe 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, shall be set forth in an Officer’s Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes to be redeemed in part. Neither called for redemption shall become due and payable on the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning Redemption Date and at the opening of business 15 days before any selection of Notes to be redeemed applicable Redemption Price, plus accrued and ending at unpaid interest, if any, to, but not including, the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partRedemption Date.
Appears in 1 contract
Optional Redemption. At any time prior (a) Prior to the Par Call Datematurity date of the Notes, the Company may redeem the Notes at its optionwill be redeemable, in whole at any time or in part from time to time in parttime, at the Company’s option at a redemption price (the “Redemption Price”) equal to the greater of:
1. 100% of (i) the principal amount of the Notes being to be redeemed, and (ii) ; and
2. 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 thereon (not including any portion of such payments of interest accrued but unpaid as of the date of redemption (the “Redemption Date) ”)), discounted to the Redemption Date on a semi-an annual basis (assuming a 360-day year consisting of twelve 30-day months) ACTUAL/ACTUAL (ICMA)), at the Reinvestment Rate applicable Comparable Government Bond Rate, plus 25 15 basis points, ; plus, in each case, accrued and unpaid interest thereon thereon, if any, to, but excluding, the Redemption Date; provided. Notwithstanding the foregoing, however, installments of interest on Notes that if the Redemption Date falls after a Regular Record Date are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on 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 registered Holders as of record at the close of business on the corresponding relevant Regular Record Date. Notwithstanding In the foregoing, if event that the Notes or a portion thereof are redeemed on called for redemption or after there is a Change of Control Repurchase Event, and the Par Call Redemption Date or the Change of Control Repurchase Event payment date, as applicable, is subsequent to a Regular Record Date with respect to any Interest Payment Date and prior to such Interest Payment Date, interest on such Notes will instead be paid upon presentation and surrender of such Notes as provided herein.
(b) Notice of any redemption will be mailed at least 30 days but not more than 60 days before the Redemption Price will be equal Date to 100% of the principal amount each Holder of the Notes being to be redeemed plus accrued and unpaid interest thereon to, but excluding, by the applicable Redemption Date. If Company or by the Trustee on the Company’s behalf; provided that notice of redemption has been given as provided may be mailed more than 60 days prior to a Redemption Date if the notice is issued in the Indenture and funds for the redemption connection with a defeasance 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 or a satisfaction and the only right discharge of the Holders Notes. Unless the Company defaults in payment of such Notes from the applicable redemption price, on and after the Redemption Date Date, interest will be cease to receive payment of accrue on the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed or portions thereof called 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 will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the 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 notice from the Company shall be 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 prior to the date of redemptionredeemed, the Notes to be redeemed in part. Neither the Company nor 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 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.
Appears in 1 contract
Sources: Agency Agreement (Perkinelmer Inc)
Optional Redemption. At The Company will have the option of redeeming any time prior outstanding principal of the Note ("Optional Redemption") by paying to the Par Call Date, the Company may redeem the Notes at its option, in whole or from time to time in part, at Purchaser a redemption price (the “Redemption Price”) equal to the greater of (i) the principal amount of the Notes being redeemed, and (ii) the sum of money as follows: from 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 Closing 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 through 30 days after the Par Call Date, Closing Date - 102% from 31 days through 60 days after the Redemption Price will be equal to 100Closing Date - 104% from 61 days through 90 days after the Closing Date - 106% from 91 days through 120 days after the Closing Date -108% after 120 days following the Closing Date -110% of the principal amount of the Notes being redeemed plus Note together with accrued and but unpaid interest thereon toand any and all other sums due, but excludingaccrued or payable to the Purchaser arising under this Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the applicable Redemption Date. If day notice of redemption ("Notice of Redemption) 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 as provided by the Purchaser at any time before receipt of a Notice of Redemption or given pursuant to the following sentence. The Purchaser may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in the Indenture and funds for the redemption connection with some or all of the Notes called for redemption shall have been made available 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 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 Date referred Amount. The Redemption Amount must be paid in good funds to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and Purchaser no later than the only right of the Holders of such Notes from and seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be to receive payment null and void. 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 Note Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 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 will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the 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 notice from the Company shall be 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 prior to the date of redemption, the Notes to be redeemed in part. Neither the Company 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.
Appears in 1 contract
Sources: Securities Purchase Agreement (Data Systems & Software Inc)
Optional Redemption. At If so specified in the Pricing Supplement, this Note may be redeemed at the option of the Issuer on any Interest Payment Date (unless otherwise specified in the Pricing Supplement) on and after the Initial Redemption Date, if any, specified in the Pricing Supplement (each, a “Redemption Date”). IF NO INITIAL REDEMPTION DATE IS SET FORTH IN THE PRICING SUPPLEMENT, THIS NOTE MAY NOT BE REDEEMED AT THE OPTION OF THE ISSUER PRIOR TO THE STATED MATURITY DATE, EXCEPT AS PROVIDED BELOW IN THE EVENT THAT ANY ADDITIONAL AMOUNTS (AS DEFINED BELOW) ARE REQUIRED TO BE PAID BY THE ISSUER WITH RESPECT TO THIS NOTE. If so specified in the Pricing Supplement, on and after the Initial Redemption Date, if any, this Note may be redeemed at any time prior to the Par Call Date, the Company may redeem the Notes at its option, in whole or from time to time in part, part at a redemption price (the “Redemption Price”) equal to the greater of (i) the principal amount option 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 Issuer at the Redemption Date) discounted to the Redemption Date on a semi-annual basis Price (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis pointsas defined below), plus, in each case, together with accrued and unpaid interest thereon hereon payable at the applicable rate or rates borne by this Note to, but excluding, the Redemption Date; provided, however, that if on notice given in accordance with the Redemption Date falls after a Regular Record Date and on or Indenture not less than 10 Business Days nor more than 60 calendar days (unless otherwise specified in the Pricing Supplement) prior to the corresponding Interest Payment Redemption Date. The notice will take the form of a certificate signed by the Issuer specifying: • the date fixed for redemption; • the redemption price; • the securities identification number(s) of the Notes to be redeemed; • the amount to be redeemed, if less than all of the series of Notes is to be redeemed; • the place of payment for the Notes to be redeemed; and • that on and after the date fixed for redemption, interest will cease to accrue on the Notes to be redeemed. So long as a depository is the record holder of this Note, the Company Issuer will pay deliver any redemption notice only to that depository. In the full event of redemption of this Note in part only, the unredeemed portion hereof shall be at least the minimum authorized denomination (the “Authorized Denomination”) specified in the Pricing Supplement, or if no such Authorized Denomination is so specified, U.S. $1,000 or its equivalent in the Specified Currency. In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the registered holder hereof upon the surrender of this Note or, where applicable, an appropriate notation will be made on Schedule 1 attached hereto. Unless otherwise specified above, if less than all of the Notes with like tenor and terms are to be redeemed, the Trustee shall select, pro rata or by lot or in such other manner as the Trustee shall deem fair and appropriate, the Notes to be redeemed. If this Note is redeemable at the option of the Issuer, then if so specified in the Pricing Supplement, the “Redemption Price” initially shall be the Initial Redemption Percentage specified in the Pricing Supplement of the principal amount of accrued and unpaid interest and premiumthis Note to be redeemed, 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 which shall be equal to 100% of the principal amount of the Notes being redeemed plus accrued Note to be redeemed, unless otherwise specified in the Pricing Supplement. From and unpaid interest thereon to, but excluding, the applicable after any Redemption Date. If notice of redemption has been given as provided in the Indenture and funds , if monies for the redemption of the Notes called for redemption this Note (or portion hereof) shall have been made available for redemption on the such Redemption Date referred to in Date, this Note (or such notice, such Notes will portion hereof) shall cease to bear interest on the date fixed for such redemption specified in such notice and the holder’s only right of the Holders of with respect to this Note (or such Notes from and after the Redemption Date will portion hereof) shall be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 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 will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the 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 notice from the Company shall be 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 prior to the date of redemption, the Notes to be redeemed in part. Neither the Company 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed (or, if this is an Original Issue Discount Note as specified in partthe Pricing Supplement, the amortized face amount hereof) and, if appropriate, all unpaid interest accrued to such redemption date.
Appears in 1 contract
Optional Redemption. At any time (a) No sinking fund is provided for the Notes. Except in the case of a Cleanup Redemption or a Tax Redemption, the Notes shall not be redeemable by the Company prior to July 6, 2028. On or after July 6, 2028 and prior to the Par Call 41st scheduled Trading Day immediately preceding the Maturity Date, the Company may redeem for cash all or any portion of the Notes (subject to the Partial Redemption Limitation), at the Redemption Price, if (i) the Liquidity Conditions are satisfied in accordance with the definition thereof and (ii) the Last Reported Sale Price of the Class A Ordinary Shares has been at least 140% of the Conversion Price then in effect for at least twenty (20) Trading Days (whether or not consecutive) during any thirty (30) consecutive Trading Day period (including the last Trading Day of such period) ending on, and including, the Trading Day immediately preceding the date on which the Company provides the Optional Redemption Notice in accordance with this Section 16.01 (an “Optional Redemption”); provided, however that the Company may not redeem less than all of the outstanding Notes for Optional Redemption unless at least $75,000,000 aggregate principal amount of Notes are outstanding and not called for redemption as of the time the Company sends the related Optional Redemption Notice and after giving effect to the delivery of such Optional Redemption Notice (such limitation, a “Partial Redemption Limitation”).
(b) In case the Company exercises its Optional Redemption right to redeem all or, as the case may be, any part of the Notes pursuant to Section 16.01, it shall fix a date for Optional Redemption (each, an “Optional Redemption Date”) and it or, at its optionwritten request received by the Trustee not less than five (5) Business Days prior to the date such Optional Redemption Notice is to be sent (or such shorter period of time as may be acceptable to the Trustee), the Trustee, in the name of and at the expense of the Company, shall deliver or cause to be delivered a notice of such Optional Redemption (an “Optional Redemption Notice”) not less than forty-five (45) nor more than sixty (60) Scheduled Trading Days prior to the Optional Redemption Date to each Holder of Notes so to be redeemed (provided, that if the Company elects Physical Settlement for conversions of Called Notes during the related Redemption Period, the Company may not provide less than ten (10) Business Days’ nor more than thirty (30) Business Days’ notice before the applicable Optional Redemption Date); provided, however, that, if the Company shall give such notice, it shall also give written notice of the Optional Redemption Date to the Trustee, the Conversion Agent (if other than the Trustee) and the Paying Agent (if other than the Trustee). The Optional Redemption Date must be a Business Day, and the Company may not specify an Optional Redemption Date that falls on or after the 41st Scheduled Trading Day immediately preceding the Maturity Date.
(c) The Optional Redemption Notice, if delivered in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such Optional Redemption Notice by mail or any defect in the Optional Redemption Notice to the Holder of any Note designated for Optional Redemption as a whole or from time to time in part, at a redemption price part shall not affect the validity of the proceedings for the Optional Redemption of any other Note.
(d) Each Optional Redemption Notice shall specify:
(i) the “Optional Redemption Date;
(ii) the Redemption Price”;
(iii) that on the Optional Redemption Date, the Redemption Price will become due and payable upon each Note to be redeemed, and that interest thereon, if any, shall cease to accrue on and after the Optional Redemption Date;
(iv) the name and address of the Paying Agent and Conversion Agent;
(v) the place or places where such Notes are to be surrendered for payment of the Redemption Price;
(vi) the procedures a converting Holder must follow to convert its Notes and the Settlement Method and Specified Dollar Amount, if applicable;
(vii) the Conversion Rate and, if applicable, the number of Additional Class A Ordinary Shares added to the Conversion Rate in accordance with Section 14.04;
(viii) the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes; and
(ix) in case any Note is to be redeemed in part only, the portion of the principal amount thereof to be redeemed and on and after the Optional Redemption Date, upon surrender of such Note, a new Note in principal amount equal to the greater unredeemed portion thereof shall be issued. An Optional Redemption Notice shall be irrevocable. Simultaneously with providing the Optional Redemption Notice, the Company shall publish a notice containing the information included in the Optional Redemption Notice on the Company’s website or through such other public medium as the Company may use. The Trustee shall have no obligation to make any determination in connection with the foregoing. If fewer than all of the outstanding Notes are to be redeemed and the Notes to be redeemed are Global Notes, the Notes to be redeemed shall be selected by the Depositary in accordance with the Applicable Procedures. If fewer than all of the outstanding Notes are to be redeemed and the Notes to be redeemed are not Global Notes, the Trustee will select the Notes to be redeemed (iin principal amounts of $1,000 or multiples there) by lot, on a pro rata basis (subject to rounding to the nearest $1,000 principal amount) or by other method the Trustee considers to be fair and appropriate. No Notes may be redeemed by Optional Redemption if the principal amount of the Notes being redeemedhas been accelerated, 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 (acceleration has 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 pointsbeen rescinded, 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, Redemption Date (except in the case of an acceleration resulting from a default by 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 Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 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 will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the 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 notice from the Company shall be 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 prior to the date of redemption, the Notes to be redeemed in part. Neither the Company 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part).
Appears in 1 contract
Optional Redemption. At any time prior Prior to February 5, 2052 (the “Applicable Par Call Date”), the Company Issuer may redeem the Notes at its option, in whole or from time to time in part, at any time and from time to time, at a redemption price Redemption Price (the “Redemption Price”expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of of:
(i) the principal amount of the Notes being redeemed, and (iiA) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes discounted to be redeemed that would be due if such notes the relevant Redemption Date (assuming the Notes matured on the Applicable 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 Treasury Rate plus 25 30 basis pointspoints (such sum to be calculated as set forth in the Indenture); or
(ii) 100% of the principal amount of the Notes to be redeemed, plus, in each casethe case of either (i) or (ii), accrued and unpaid interest thereon to, but excludingnot including, 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 On or after the 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 Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, to the applicable relevant Redemption Date. On and after the Redemption Date for the 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 Price of the Notes to be redeemed on the Redemption 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 has 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 in the Indenture, 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 and funds for the redemption of Indenture, the Notes called for redemption shall have been made available become due and payable on the Redemption Date referred to in such notice, such Notes will cease to bear interest on and at the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the applicable Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such noticePrice. Notice of any optional redemption of any Notes will may, at the Issuer’s discretion, be given subject to Holders at their addressesone or more conditions precedent, including, but not limited to, completion of a corporate transaction that is pending (such as shown an equity or equity-linked offering, an incurrence of indebtedness or an acquisition or other strategic transaction involving a change of control in the Security Register for 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 Notes, event that any or all such conditions shall not more than 60 nor less than 15 days have been satisfied or otherwise waived on or prior to the date fixed for redemptionBusiness Day immediately preceding the relevant Redemption Date. The Issuer shall provide written notice to the Trustee prior to the close of redemption will specify, among other items, business one Business Day prior to the Redemption DateDate if any such redemption has been rescinded or delayed, and upon receipt the Redemption Price and the principal amount Trustee shall provide such notice to each Holder of the Notes held by such Holder to be redeemed. If all or less than all of in 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 (or such shorter period as is satisfactory to the Trustee) of the 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 same manner in which the notice of redemption required by Section 1104 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 each case subject to policies and procedures of the Base IndentureDepositary. Once notice of redemption is mailed or sent, such notice from the Company shall be given subject to the Trustee at such time as shall permit satisfaction of any conditions precedent provided in 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 prior to the date of redemption, the Notes to be redeemed in part. Neither called for redemption will become due and payable on the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning Redemption Date and at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partapplicable Redemption Price.
Appears in 1 contract
Optional Redemption. At The Notes will be redeemable, at the option of the Company, at any time prior to the Par Call Date, the Company may redeem the Notes at its option, in whole or from time to time in part, at a redemption price (. The Redemption Price for the “Notes to be redeemed on any Redemption Price”) Date shall be equal to the greater of the following amounts:
(ia) 100% of the principal amount of the Notes being redeemed, and redeemed on the Redemption Date; or
(iib) the sum sum, as determined by an Independent Investment Banker, of the present values of the remaining scheduled payments of principal and interest on the Notes to be being redeemed on that would be due if such notes matured on the Par Call Redemption Date but for the redemption thereof (not including any portion of such any payments of interest accrued as of to the Redemption Date) discounted to the Redemption Date on a semi-annual basis at the Treasury Rate, plus 25 basis points; plus, in each case, accrued and unpaid interest on the Notes to, but excluding, the Redemption Date. If money sufficient to pay the redemption price of all of the Notes (assuming or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date, then on and after such Redemption Date, interest will cease to accrue on such Notes (or such portion thereof) called for redemption. Notwithstanding the foregoing, installments of interest on the Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date shall 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. The Redemption Price will be calculated on the basis of 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 Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 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 will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the 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 notice from the Company shall be 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 prior to the date of redemption, the Notes to be redeemed in part. Neither the Company 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.
Appears in 1 contract
Sources: First Supplemental Indenture (Energizer Holdings Inc)
Optional Redemption. At any time prior (a) Beginning on September 22, 2022 and provided that the applicable Conditions to Redemption have been satisfied and will continue to be satisfied if the Par Call Dateoptional redemption payment were made on the Subordinated Notes, the Company Subordinated Notes may redeem the Notes at its optionbe redeemed, in whole at any time or in part from time to time in parttime, at the Issuer’s option, at a redemption price (the “Redemption Price”) Price equal to the greater accrued and unpaid interest (including Arrears of (iInterest) on the principal amount of the Subordinated 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; providedredemption date, howeverand any Additional Amounts thereon, 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 plus 100% of the principal amount of the Subordinated Notes being redeemed plus accrued and unpaid interest thereon to, to be redeemed.
(b) Notice of any optional redemption will be mailed at least 30 days but excluding, not more than 60 days before the applicable Redemption Date. If notice date of redemption has been given as provided in the Indenture and funds for the redemption to each Holder of the Subordinated Notes called for redemption to be redeemed. The Issuer shall have been made available on notify 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 Trustee and the only right of the Holders of the Subordinated Notes in writing not less than 10 Business Days prior to the applicable redemption date (or as soon as reasonably practicable if the applicable Conditions to Redemption are no longer satisfied as of a date less than 10 Business Days prior to the applicable redemption date) if the applicable Conditions to Redemption will not be satisfied on the applicable redemption date, which written notice shall state the cause of the failure to satisfy such conditions, and the redemption shall be deferred until such time as the applicable Conditions to Redemption are satisfied. In such event, the Issuer shall further notify the Trustee and the Holders of the Subordinated Notes from in writing not more than 5 Business Days following the satisfaction of the applicable Conditions to Redemption that such conditions have been satisfied and after stating the new redemption date for the Subordinated Notes, which shall be the 10th Business Day following the date such conditions were satisfied. If at any time following the date of such written notice and prior to the new redemption date the applicable Conditions to Redemption Date will be to receive are no longer satisfied, the above notice provisions shall again apply.
(c) Unless the Issuer defaults in 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(including, as shown for this purpose, a non-payment in the Security Register for event the Notesapplicable Conditions to Redemption have not been satisfied), not more than 60 nor less than 15 days prior on and after the redemption date, interest will cease to accrue on the date fixed Subordinated Notes or portions thereof called for redemption. The notice of redemption will specify, among other items, In the Redemption Date, event 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 Subordinated 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 (or such shorter period as is satisfactory to the Trustee) of the 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 notice from the Company shall be 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 called for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, neither the Notes to be redeemed in part. Neither the Company Issuer nor the Trustee shall will be required to: (i) issue, to register the transfer of or exchange the Subordinated Notes to be redeemed during a period beginning at the opening of business 15 days before any selection the day of Notes to be redeemed the mailing of a notice of redemption and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partsuch mailing.
Appears in 1 contract
Sources: Subordinated Indenture (Sirius International Insurance Group, Ltd.)
Optional Redemption. At The Securities are redeemable, at the option of the Company, at any time prior to the Par Call Date, the Company may redeem the Notes at its option, maturity in whole or from time to time in part, on a date fixed by the Company for such redemption (the “Redemption Date”) 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 the greater 100% of (i) the principal amount of the Notes Securities being redeemedredeemed 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 (iiwith 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 values, calculated as of the Redemption Date, of: (A) the remaining scheduled payments of principal and interest on the Notes Securities to be redeemed that would be due if such notes matured on after the Par Call Redemption Date but for such redemption (except that, if such Redemption Date is not an Interest Payment Date, the redemption thereof (not including any portion amount of such payments the next succeeding scheduled interest payment will be reduced by the amount of interest accrued as of thereon to the Redemption Date); and (B) discounted 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 semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the Reinvestment Treasury Rate (as defined below) plus 25 35 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 Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 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 will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the 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 notice from the Company shall be 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 prior to the date of redemption, the Notes to be redeemed in part. Neither the Company 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.
Appears in 1 contract
Optional Redemption. At (a) The Partnership shall have the right at any time, and from time prior to the Par Call Datetime, the Company may on or after December 20, 2024 to redeem the Notes at its optionPreferred Interests, in whole or from time to time in part, at from any source of funds legally available for such purpose. Any such redemption shall occur on a redemption price date set by the General Partner (the “Preferred Interest Redemption Date”).
(b) The Partnership shall effect any such redemption by paying cash for each Preferred Interest, to be redeemed equal to the Preferred Interest Liquidation Preference for such Preferred Interest on such Preferred Interest Redemption Date (the “Preferred Interest Redemption Price”) equal ). Preferred Interest Redemption Price shall be paid by the Paying Agent 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 each holder 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 Preferred Interest Redemption Date.
(c) 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 The Partnership shall give notice of any redemption has been given as provided in the Indenture by mail, postage prepaid, not less than 30 days 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 more than 60 nor less than 15 days prior to before the date fixed for redemption. The notice of redemption will specify, among other items, the scheduled Preferred Interest Redemption Date, to the Redemption Price and Preferred Interest Holders (as of 5:00 p.m. New York City time on the principal amount Business Day next preceding the day on which notice is given) of any Preferred Interests to be redeemed as such Preferred Interest Holders’ names appear on the books of the Notes held by Transfer Agent and at the address of such Preferred Interest Holder shown therein. Such notice (the “Preferred Interest Redemption Notice”) shall state: (1) the Preferred Interest Redemption 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 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 all or the Partnership elects to redeem less than all of the Notes are Outstanding Preferred Interests, the number of Preferred Interests to be redeemed at shall be determined by the option 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 CompanyOutstanding 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 Company will notify Partnership shall deposit with the Trustee at least 45 days prior Paying Agent funds, sufficient to giving notice of redemption (or redeem the Preferred Interests, as applicable, as to which such shorter period as is satisfactory Preferred Interest Redemption Notice 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 Date, and shall give the Paying Agent irrevocable instructions and authority to pay the Preferred Interest Redemption Price to the Trustee) of the aggregate principal amount of Notes Preferred Interest Holders to be redeemed upon surrender or deemed surrender of the certificates therefor as set forth in the Preferred Interest Redemption Notice. If the Preferred Interest Redemption Notice shall have been given, from and their after the Preferred Interest Redemption Date. In connection with any Date unless the Partnership defaults in providing funds sufficient for such redemption prior at the time and place specified for payment pursuant to the Par Call DatePreferred Interest Redemption Notice, the Company all Preferred Interest Distributions on such Preferred Interests to be redeemed shall give the Trustee notice cease to accumulate and all rights of holders of the related Preferred Interests as Limited Partners with respect to the Preferred Interests to be redeemed shall cease, except the right to receive the Preferred Interest Redemption Price promptly after and the calculation thereof and 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 funds deposited with the Company has requested that the Trustee give Paying Agent (to the Holders extent that such interest income is not required to pay the notice of redemption required by Section 1104 Preferred Interest Redemption Price of the Base IndenturePreferred Interests to be redeemed), such notice from and the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice holders of the Redemption Price in such notice of redemption. The Trustee any Preferred Interests so redeemed shall have no responsibility claim to any such interest income. Any funds deposited with the Paying Agent hereunder by the Partnership for calculating any reason, including redemption of the Preferred Interests that remain unclaimed or unpaid after two years after the applicable Preferred Interest Redemption Price. The Trustee Date or other payment date, as applicable, shall selectbe, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemptionextent permitted by law, repaid to the Notes Partnership upon its written request, after which repayment the Preferred Interest Holders entitled to be redeemed in partsuch redemption or other payment shall have recourse only to the Partnership. Neither the Company nor the Trustee Notwithstanding any Preferred Interest Redemption Notice, there shall be required to: 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.
(if) issue, register Any Preferred Interests that are redeemed or otherwise acquired by the transfer Partnership shall be canceled. If only a portion of or exchange Notes during the Preferred Interests represented by a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, certificate shall have been called for redemption, except the unredeemed portion 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 Note being redeemed 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 Preferred Interest Holders. None of 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 the Preferred 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. At (a) The Issuer may 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 Section 10.01(a)) by deposit in full of the Redemption Price in the Distribution Account for distribution to the applicable Holders of the 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 Notes shall be due and payable on the applicable Redemption Date, in connection with which the Issuer shall comply with the provisions of this Section 10.01 and Section 10.02 hereof. The Issuer will furnish notice of such election to the Trustee, the Owner Trustee, the Trust’s Agent and the Rating Agency no later than ten (10) 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 Redemption Price. On the Redemption Date, upon deposit in full by the Issuer in the Distribution Account of an amount equal to the Redemption 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 distributed to Noteholders in 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 Par Call Date, the Company may redeem the Notes at its option, proposed Redemption Date set forth in whole or from time to time in part, at a redemption price (the “any prior notice of Optional Redemption Price”) equal by providing written notice to the greater Trustee and the Rating Agency by no later than the second Business Day preceding such Redemption Date. A withdrawal of (i) such notice of Optional Redemption or the principal amount inability of the Issuer to complete an Optional Redemption of the Notes being redeemed, and (ii) the sum will not constitute an Event 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 Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 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 will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the 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 notice from the Company shall be 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 prior to the date of redemption, the Notes to be redeemed in part. Neither the Company 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partDefault.
Appears in 1 contract
Optional Redemption. At The Company will have the option of redeeming any time prior outstanding Notes ("Optional Redemption") by paying to the Par Call Date, the Company may redeem the Notes at its option, in whole or from time to time in part, at Subscriber a redemption price (the “Redemption Price”) sum of money 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 100125% of the principal amount of the Notes being redeemed plus Note together with accrued and but unpaid interest thereon toand any and all other sums due, but excludingaccrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the applicable Redemption Date. If day notice of redemption ("Notice of Redemption) 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 as provided by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in the Indenture and funds for the redemption connection with some or all of the Notes called for redemption shall have been made available 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 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 Date referred Amount. The Redemption Amount must be paid in good funds to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and Subscriber no later than the only right of the Holders of such Notes from and seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to receive payment effect an Optional Redemption, and at the 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 Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a 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 Price upon surrender Date; and (iii) the closing price 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 Common Stock on the Notes, Principal Market (or other market if not more than 60 nor listed or trading on a Principal Market) is less than 15 the Maximum Base Price for each of the ten (10) trading days prior to the date fixed for redemption. The notice of redemption will specify, among other items, preceding the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder . Note proceeds may not be used 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 (or such shorter period as is satisfactory to the Trustee) of the 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 notice from the Company shall be 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 prior to the date of redemption, the Notes to be redeemed in part. Neither the Company 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in parteffect an Optional Redemption.
Appears in 1 contract
Sources: Subscription Agreement (Ivg Corp)
Optional Redemption. At any The Notes may be redeemed, at the Issuer’s option in whole or, from time to time, in in part, prior to the Maturity Date as follows:
(a) If the Notes are redeemed before November 15, 2029 (the “Par Call Date”), the Company may redeem the Notes at its option, in whole or from time to time in part, will be redeemed at a redemption price (the “Redemption Price”) Price equal to the greater of of:
(i) 100% of the principal amount of the Notes being then outstanding to be redeemed, and ; and
(ii) the sum 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 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 to the Redemption Date) ), assuming such Notes matured on the Par Call Date, discounted to the Redemption Date on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment applicable Treasury Rate plus 25 basis points, plus, in each case, points (the “Make-Whole Premium”); plus any accrued and unpaid interest thereon on the principal amount of the Notes being redeemed to, but excludingnot including, 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 .
(b) If the Notes are redeemed on or after the Par Call Date, the Notes will be redeemed at a Redemption Price will be equal to 100% of the principal amount of the Notes then outstanding being redeemed redeemed, plus accrued and unpaid interest thereon on the principal amount of the Notes being redeemed to, but excludingnot including, the applicable 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 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 Redemption Date, as the case may be, to the date of such payment on the 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 Date, the required payment of principal, Make-Whole Premium, if any, or interest on the Notes to be redeemed shall be made on the Business Day immediately preceding such Redemption Date on which payment was due.
(d) If notice of redemption has been given as in the manner provided in Section 1104 of the Indenture and funds for the redemption of the Notes Note or any part thereof called for redemption shall will have been made available on the Redemption Date, the Notes to be redeemed, or such part thereof, will cease to accrue interest from and after 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 Holder will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 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 will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the 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 notice from the Company shall be 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 prior to the date of redemption, the Notes to be redeemed in part. Neither the Company 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.
Appears in 1 contract
Optional Redemption. At any time No sinking fund is provided for the Notes. The Notes shall not be redeemable by the Company prior to the Par Call DateNovember 20, 2022. On or after November 20, 2022, the Company may redeem the Notes redeem, at its option, in whole or from time to time in part, at a redemption price (the an “Redemption PriceOptional Redemption”) equal to the greater of (i) the principal amount for cash all or any portion of the Notes being redeemed(subject to the Partial Redemption Limit), at the Redemption Price, if the Last Reported Sale Price of the Common Stock has been at least 130% of the Conversion Price then in effect for at least 20 Trading Days (whether or not consecutive), including the Trading Day immediately preceding the date on which the Company provides the Redemption Notice in accordance with Section 16.02 (a “Redemption Notice Date”), during any 30 consecutive Trading Day period ending on, and (ii) including, the sum of Trading Day immediately preceding the present values of date on which 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 Company provides the Redemption Notice Date) discounted . If the Company elects to the Redemption Date on redeem fewer than all outstanding Notes (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“Partial Redemption”), the Company will pay may in such Partial Redemption deem either (x) only the full amount Notes subject to such redemption or (y) all Notes, irrespective of accrued whether they are called for redemption (an “All Notes Election”), to be convertible during the related Redemption Period and unpaid interest and premiumentitled to an increased Conversion Rate, under certain circumstances, if anyso surrendered for conversion during such Redemption Period, due on such Interest Payment Date increase to the Holder be by a number 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 additional shares pursuant to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption DateSection 14.03. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Company elects to have only Notes called for redemption shall have been made available convertible 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 account of any optional redemption of any Notes will be given to Holders at their addressesPartial Redemption as set forth in this Section 16.01, as 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 will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the $100,000,000 aggregate principal amount of Notes must be outstanding and not subject to be redeemed and their Optional Redemption Datepursuant to the relevant Redemption Notice as of the related Redemption Notice Date (such aggregate principal amount, the “Partial Redemption Limit”) unless the Company shall have made an All Notes Election with respect to such Partial Redemption pursuant to Section 14.01(b)(v). In connection with the event of any redemption prior to the Par Call DatePartial Redemption, 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 notice from the Company shall be given to the Trustee at such time specify which Notes are convertible as shall permit the Trustee to include notice of the Redemption Price set forth 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 prior to the date of redemption, the Notes to be redeemed in part. Neither the Company 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partRedemption Notice.
Appears in 1 contract
Sources: Indenture (Microchip Technology Inc)
Optional Redemption. At any time prior The Company will have the option of redeeming the Note and Put Note (as hereinafter defined) ("Optional Redemption") by paying to the Par Call Date, the Company may redeem the Notes at its option, in whole or from time to time in part, at Subscriber a redemption price (the “Redemption Price”) equal to the greater sum of (i) money determined by multiplying the principal amount of the Note or Put Note by 130% together with accrued but unpaid interest thereon ("Redemption Amount") outstanding on the day the date notice of redemption ("Notice of Redemption) 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 Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within three (3) business days after receipt of a Notice of Redemption to give the 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 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 Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the fifth business day after the Redemption Date. In the event the Company fails to pay the Redemption Amount by such date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption. 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 Notes being redeemedand Put Notes issued in the Company's offering of up to $2,866,666 of Notes and up to $1,433,334 of Put Notes to which this Subscription Agreement relates, in proportion to their holdings of Note and Put Note principal on a Redemption Date. A Notice of Redemption may be given by the Company only during the seven (7) business day period commencing on the 181st day after the Effective Date (defined in Section 10.1(iv) hereof, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; (ii) the sum average closing bid price of the present values Company's common stock on the NASD OTC Bulletin Board shall have been not less than $3.00 for each of the remaining scheduled payments of principal and interest on the Notes twenty trading days prior 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 and (iii) the Redemption Date falls after a Regular Record Date and on or prior to average daily trading volume of 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 Company's common stock 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 NASD OTC Bulletin Board 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 not less than 100,000 common shares for such redemption specified in such notice and the only right each of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 twenty trading 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 will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the 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 Only one 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 notice from the Company shall may be 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 prior to the date of redemption, the Notes to be redeemed in part. Neither the Company 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partSubscriber.
Appears in 1 contract
Optional Redemption. At (a) The Issuer may (i) on any date after the Investment Period Termination Date, where the Aggregate Outstanding Note Balance divided by the Aggregate Outstanding Loan Balance is less than or equal to 0.40, or (ii) upon the occurrence of a Change of Control, effect an Optional Redemption, in whole but not in part, on any Redemption Date (such Redemption Date shall be a Payment Date to be specified in a notice to be delivered as described in the second sentence of this Section 10.01(a)) by deposit in full of the Redemption Price in the Distribution Account for distribution to the Holders of the Notes and other persons entitled thereto by 10:00 a.m. (New York, New York time) on the business day preceding the applicable Payment Date whereupon all such Notes shall be due and payable on the applicable Payment Date, in connection with which the Issuer shall comply with the provisions of this Section 10.01 and Section 10.02 hereof. The Issuer will furnish notice of such election to the Trustee and the Rating Agency no later than ten Business Days prior to the proposed Redemption Date.
(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 Redemption Price. On the Redemption Date, upon deposit in full by the Issuer in the Distribution Account of an amount equal to the Redemption 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 distributed to Noteholders in 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 Par Call Date, the Company may redeem the Notes at its option, proposed Redemption Date set forth in whole or from time to time in part, at a redemption price (the “any prior notice of Optional Redemption Price”) equal by providing written notice to the greater Trustee and the Rating Agency by no later than the second Business Day preceding such Redemption Date. A withdrawal of (i) such notice of Optional Redemption or the principal amount inability of the Issuer to complete an Optional Redemption of the Notes being redeemed, and (ii) the sum will not constitute an Event 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 Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 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 will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the 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 notice from the Company shall be 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 prior to the date of redemption, the Notes to be redeemed in part. Neither the Company 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partDefault.
Appears in 1 contract
Optional Redemption. At any The Notes may be redeemed, at the Issuer’s option in whole or, from time to time, in in part, prior to the Par Call DateMaturity Date as follows:
(a) If the Notes are redeemed before September 15, 2023, the Company may redeem the Notes at its option, in whole or from time to time in part, will be redeemed at a redemption price (the “Redemption Price”) Price equal to the greater of of:
(i) 100% of the principal amount of the Notes being then outstanding to be redeemed, and ; and
(ii) the sum 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 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 to the Redemption Date) discounted to the Redemption Date on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment applicable Treasury Rate plus 25 30 basis points, plus, in each case, points (the “Make-Whole Premium”); plus any accrued and unpaid interest thereon on the principal amount of the Notes being redeemed to, but excludingnot including, 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 .
(b) If the Notes are redeemed on or after the Par Call DateSeptember 15, 2023, the Notes will be redeemed at a Redemption Price will be equal to 100% of the principal amount of the Notes then outstanding being redeemed redeemed, plus accrued and unpaid interest thereon on the principal amount of the Notes being redeemed to, but excludingnot including, the applicable 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 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 Redemption Date, as the case may be, to the date of such payment on the 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 Date, the required payment of principal, Make-Whole Premium, if any, or interest on the Notes to be redeemed shall be made on the Business Day immediately preceding such Redemption Date on which payment was due.
(d) If notice of redemption has been given as in the manner provided in Section 1104 of the Indenture and funds for the redemption of the Notes Note or any part thereof called for redemption shall will have been made available on the Redemption Date, the Notes to be redeemed, or such part thereof, will cease to accrue interest from and after 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 Holder will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 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 will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the 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 notice from the Company shall be 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 prior to the date of redemption, the Notes to be redeemed in part. Neither the Company 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.
Appears in 1 contract
Optional Redemption. At The Company will have the option of redeeming any time prior outstanding Note ("Optional Redemption") by paying to Purchaser a sum of money as follows: from the Par Call Date, Closing Date through 90 days after the Company may redeem Closing Date - 120% from 91 days through 135 days after the Notes at its option, in whole or from time to time in part, at a redemption price (Closing Date - 135% after 135 days following the “Redemption Price”) equal to the greater Closing Date - 150% 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 Note together with accrued 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 premiumany and all other sums due, if any, due on such Interest Payment Date accrued or payable to the Holder of record at the close of business Purchaser arising under this Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the corresponding Regular Record day notice of redemption ("Notice of Redemption) is given to a Purchaser ("Redemption Date"). Notwithstanding the foregoing, if the Notes are redeemed implied return to the Purchaser based on or after the Par Call Date, market price of the Common Stock on any of the three days preceding the Redemption Price will Date is greater than the percentages set forth above, then the Redemption Amount shall be increased to equal the implied return to 100% of the Purchaser had the Purchaser been permitted to convert the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, Note into shares of Common Stock at the applicable relevant Conversion Price on the Redemption Date. If A Notice of Redemption may not be given in connection with any portion of Note for which notice of redemption conversion has been given as provided by the Purchaser at any time before receipt of a Notice of Redemption. The Purchaser may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in the Indenture and funds for the redemption connection with some or all of the Notes called for redemption shall have been made available 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 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 Date referred Amount. The Redemption Amount must be paid in good funds to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and Purchaser no later than the only right of the Holders of such Notes from and seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to receive payment of effect an Optional Redemption, and at the Purchaser's election, the Redemption Price upon surrender 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 such Notes in accordance with such noticeDefault under the Note. Any Notice of any optional redemption of any Notes will Redemption must be given to Holders at all holders of Note issued in connection with the Offering, in proportion to their addresses, as 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 holdings of redemption will specify, among other items, the Note principal on a 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 will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the 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 notice from the Company shall be 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 prior to the date of redemption, the Notes to be redeemed in part. Neither the Company 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.
Appears in 1 contract
Sources: Securities Purchase Agreement (Path 1 Network Technologies Inc)
Optional Redemption. At any time prior The Issuer has the option to the Par Call Date, the Company may redeem all or a portion of the Notes at its optionany time, in whole or from time to time in parttime, at a redemption price (the “Redemption Price”) ” equal to the greater of:
(1) 100% of (i) the principal amount of the Notes being to be redeemed, and and
(ii2) as determined by the Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on of 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 and unpaid as of the Redemption Date) date of redemption), discounted to the Redemption Date on a semi-annual quarterly basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Treasury Rate plus 25 50 basis points, plus, in each case, plus accrued and unpaid interest thereon toand Additional Amounts, if any, to but excluding, the Redemption Date; providedDate (subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date). If the Issuer chooses to redeem any Notes, however, that if it shall be required to deliver a notice of redemption to Holders of Notes (with a copy to the Trustee) not less than 30 nor more than 60 days before the Redemption Date falls after (which notice shall be irrevocable). If the Issuer is redeeming less than all of the Notes, the particular Notes to be redeemed will be selected by the Trustee by lot, pro rata, or in a Regular Record Date manner deemed fair and on or prior appropriate by the Trustee, subject to the corresponding Interest Payment applicable procedures of the Depositary. Unless the Issuer defaults in payment of the Redemption Price, on and after the Redemption Date, the Company interest will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date cease to the Holder of record at the close of business accrue 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 portions 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 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 On or before any Redemption Date, the Redemption Price and Issuer shall irrevocably deposit with 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 Paying Agent (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes money sufficient 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 notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of pay 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 prior to the date of redemption, accrued interest on the Notes to be redeemed on such date. Any notice to Holders of Notes of such a redemption needs to include the appropriate calculation (such calculation to be made by the Issuer) of the redemption price, but does not need to include the redemption price itself. The actual redemption price, calculated as described above, must be set forth in part. Neither the Company nor an Officers’ Certificate delivered to the Trustee shall be required to: (i) issue, register no later than two business days prior to the transfer of or exchange Notes during a period beginning at Redemption Date. In no case will the opening of business 15 days before Trustee have any selection of Notes duty to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange perform any Note, or portion thereof, called for redemption, except the unredeemed portion of calculations with respect to any Note being redeemed in partRedemption Price.
Appears in 1 contract
Optional Redemption. (a) In the event that, prior to January 31, 2017, the Issuers receive proceeds from one or more Public Equity Offerings, the Issuers may, at their election, use all or a portion of such proceeds, on one or more occasions, to redeem up to a maximum of 35% of the aggregate principal amount of the 2021 Notes, including Additional Notes, if any, at a Redemption Price equal to 106.750% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the Redemption Date (subject to the right of Holders of record on a relevant Record Date prior to the Redemption Date to receive interest due on the relevant Interest Payment Date); provided that after giving effect to any such redemption, at least 65% of the aggregate principal amount at maturity of the 2021 Notes initially issued would remain outstanding immediately after such redemption. Any such redemption shall be made within 90 days of the closing of a Public Equity Offering upon not less than 30 nor more than 60 days’ notice mailed to each Holder being redeemed and otherwise in accordance with the procedures set forth in the Indenture.
(b) At any time prior to the Par Call DateJanuary 31, 2017, the Company Issuers may redeem all or part of the Notes at its option2021 Notes, in whole or from time to time in partupon not less than 30 nor more than 60 days’ prior notice, at a redemption price (the “Redemption Price”) 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 thereof, plus the Notes being redeemed plus Applicable Redemption Premium and accrued and unpaid interest thereon to, but excluding, to the applicable Redemption Date. If notice “Applicable Redemption Premium” means, with respect to any 2021 Note on any Redemption Date, the greater of redemption has been given as provided in the Indenture and funds for the redemption (i) 1.0% of the Notes called for redemption shall have been made available on principal amount of such Note; and (ii) the excess of (A) the present value at such 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 Note at January 31, 2017 (such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown Redemption Price being set forth in the Security Register for table appearing below in (c)), plus all required interest payments that would otherwise be due to be paid on such Note during the Notesperiod from the Redemption Date to January 31, not more than 60 nor less than 15 days prior 2017, excluding accrued but unpaid interest, computed using a discount rate equal to the date fixed for redemption. The notice of redemption will specifyTreasury Rate at such Redemption Date plus 50 basis points, among other items, over (B) the Redemption Date, the Redemption Price and the outstanding 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 (or such shorter period as is satisfactory to the Trustee) of the 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 notice from the Company shall be 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 prior to the date of redemption, the Notes to be redeemed in part. Neither the Company 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.
Appears in 1 contract
Optional Redemption. At any time prior to The Notes may be redeemed at the Par Call Date, the Company may redeem the Notes at its Issuer’s option, in whole or from time to time in part, at a redemption price any time and from time to time, prior to the Maturity Date as follows:
(a) If the Notes are redeemed before August 1, 2035 (the “Par Call Date”), the Notes will be redeemed at a Redemption Price”) Price equal to the greater of of:
(i) the principal amount of the Notes being redeemed, and (iia) the sum of the present values of the remaining scheduled payments of principal and interest on thereon discounted to the Redemption Date (assuming 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 Treasury Rate plus 25 20 basis points, points less (b) interest accrued to the Redemption Date; and
(ii) 100% of the principal amount of the Notes to be redeemed; plus, in each either case, accrued and unpaid interest thereon to, but excludingnot including, 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 .
(b) If the Notes are redeemed on or after the 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 Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excludingnot including, the applicable 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 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 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, the required payment of Redemption Price on the Notes to be redeemed shall be made on the Business Day immediately preceding such Redemption Date on which payment was due.
(d) If the Issuer elects to redeem only a portion of the Notes, the particular Notes to be redeemed will be selected by the Trustee on a pro rata basis to the extent practicable, or, if a pro rata basis is not practicable for any reason, by lot or in such other manner as the Trustee shall deem fair and appropriate, and in any case in accordance with the applicable procedures of the Depositary; provided, however, that no such partial redemption shall reduce the portion of the principal amount of a Note not redeemed to less than $2,000.
(e) If notice of redemption has been given as in the manner provided in Section 1104 of the Indenture and funds for the redemption of the Notes Note or any part thereof called for redemption shall will have been made available on the Redemption Date, the Notes to be redeemed, or such part thereof, will cease to accrue interest from and after 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 Holder will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 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 will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the 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 notice from the Company shall be 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 prior to the date of redemption, the Notes to be redeemed in part. Neither the Company 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.
Appears in 1 contract
Optional Redemption. At any time prior to September 1, 2055 (which is the date that is six months prior to the maturity of the Notes (the “Par Call Date”)), the Company may choose to redeem all or any portion of the Notes at its option, in whole or from time to time in part, at a redemption price (calculated by the “Redemption Price”) Company equal to the greater of:
(a) 100% of (i) the principal amount of the Notes being to be redeemed, and ; and
(iib) the sum of the present values of the remaining scheduled payments of principal and interest on such Notes that would have been due if the Notes to be redeemed that would be due if such notes matured on the Notes Par Call Date (but for excluding accrued and unpaid interest to but excluding the redemption thereof Redemption Date), computed using a discount rate equal to the Treasury Yield (not including any portion of such payments of interest accrued as of determined on the second Business Day immediately preceding 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, plus 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 premiuminterest, 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 such the relevant Interest Payment Date Date). The Trustee shall have no obligation to the Holder of record at the close of business on the corresponding Regular Record Datecalculate or verify any make-whole premium. Notwithstanding the foregoing, if the Notes are redeemed At any time on or after the Par Call Date, the Redemption Price will be 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 thereon tointerest, if any, 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 excluding the Redemption Date referred (subject to in such notice, such Notes will cease to bear interest the right of Holders of record on the date fixed for such redemption specified in such relevant Record Date to receive interest due on the relevant interest payment date). Any notice and the only right of to the Holders of Notes of such Notes from and after a redemption must include the Redemption Date will be to receive payment appropriate calculation of the Redemption Price, but need not include the Redemption Price upon surrender itself. The actual Redemption Price must be set forth in an Officer’s Certificate of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given the Company delivered to Holders at their addresses, as shown in the Security Register for the Notes, not more Trustee no later than 60 nor less than 15 days two Business 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 will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to tender offer (including any Change of Control Offer made in accordance with the Par Call Dateterms 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 shall give or such third party will have the Trustee right upon not less than 10 nor more than 60 days’ prior 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 notice from the Company shall be given (with a copy to the Trustee 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 such time as shall permit a price equal to the Trustee price paid to include notice of the Redemption Price Holders in such notice 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 calculate the redemption price in connection with any redemption, and the Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in duty to calculate or verify any such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partcalculation.
Appears in 1 contract
Sources: Indenture (JBS USA FOOD Co HOLDINGS)
Optional Redemption. At any time Unless one or more Redemption Dates are specified on the face hereof, this Senior Note shall not be redeemable at the option of the Company prior to the Par Call DateStated Maturity. If one or more Redemption Dates (or ranges of Redemption Dates) are so specified, this Senior Note will be subject to redemption on any such date (or during any such range) at the Company may redeem option of the Notes at its optionCompany, upon notice by first-class mail, postage prepaid, mailed not less than 30 days nor more than 60 days prior to the Redemption Date specified in whole or from time to time in partsuch notice, at the applicable Redemption Price specified on the face hereof (expressed as a redemption price (the “Redemption Price”) equal to the greater percentage of (i) the principal amount of the Notes being redeemedthis Senior Note), and (ii) the sum of the present values of the remaining scheduled payments of principal and together with accrued 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 , but payments due with respect to this Senior Note prior 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 be payable to the Holder of this Senior Note, or one or more Predecessor Notes, of record at the close of business on the corresponding relevant Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on Date or after the Par Call Special Record 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 all as provided in the Indenture and funds for Senior Indenture. The Company may elect to redeem less than the entire principal amount hereof, provided that the principal amount, if any, of this Senior Note that remains outstanding after such redemption is an Authorized Denomination specified on the face hereof. In the event of redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to this Senior Note in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 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 Companypart only, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the 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 notice from the Company shall be 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 prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall not be required to: to (i) issue, register the transfer of or exchange Notes any Senior Note during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on immediately preceding the day of the first mailing of the relevant notice of redemption; redemption or (ii) register the transfer of or exchange of any Senior Note, or any portion thereof, called for redemption, except the unredeemed portion of any Senior Note being redeemed in part. Upon such partial redemption, this Senior Note will be canceled and a new Senior Note or Senior Notes representing the unredeemed portion hereof will be issued in the name of the Holder hereof.
Appears in 1 contract
Optional Redemption. At (a) The Issuer may (i) on any date after the Investment Period Termination Date, where the Aggregate Outstanding Note Balance divided by the Aggregate Outstanding Loan Balance is less than or equal to 0.40, or (ii) upon the occurrence of a Change of Control, effect an Optional Redemption of any Class of Notes, in whole but not in part, on any Redemption Date (such Redemption Date shall be a Payment Date to be specified in a notice to be delivered as described in the second sentence of this Section 10.01(a)) by deposit in full of the Redemption Price in the Distribution Account for distribution to the Holders of the Notes and other persons entitled thereto by 10:00 a.m. (New York, New York time) on the business day preceding the applicable Payment Date whereupon all such Notes shall be due and payable on the applicable Payment Date, in connection with which the Issuer shall comply with the provisions of this Section 10.01 and Section 10.02 hereof. Any Optional Redemption of the Notes shall either (i) be made on a pro rata basis among each Class of Notes then Outstanding or (ii) be made first to pay down the Aggregate Outstanding Note Balance of the Class A Notes and, once the Aggregate Outstanding Note Balance of the Class A Notes is reduced to zero, to pay down the Aggregate Outstanding Note Balance of the Class B Notes. The Issuer will furnish notice of such election to the Trustee and the Rating Agency no later than ten Business Days prior to the proposed Redemption Date.
(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 Redemption Price. On the Redemption Date, upon deposit in full by the Issuer in the Distribution Account of an amount equal to the Redemption 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 distributed to Noteholders in 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 Par Call Date, the Company may redeem the Notes at its option, proposed Redemption Date set forth in whole or from time to time in part, at a redemption price (the “any prior notice of Optional Redemption Price”) equal by providing written notice to the greater Trustee and the Rating Agency by no later than the second Business Day preceding such Redemption Date. A withdrawal of (i) such notice of Optional Redemption or the principal amount inability of the Issuer to complete an Optional Redemption of the Notes being redeemed, and (ii) the sum will not constitute an Event 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 Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 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 will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the 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 notice from the Company shall be 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 prior to the date of redemption, the Notes to be redeemed in part. Neither the Company 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partDefault.
Appears in 1 contract
Sources: Supplemental Indenture (Horizon Technology Finance Corp)
Optional Redemption. At any time (a) No sinking fund is provided for the Notes. Except in the case of a Cleanup Redemption or a Tax Redemption, the Notes shall not be redeemable by the Company prior to November 20, 2028. On or after November 20, 2028 and prior to the Par Call 41st scheduled Trading Day immediately preceding the Maturity Date, the Company may redeem for cash all or any portion of the Notes (subject to the Partial Redemption Limitation), at the Redemption Price, if (i) the Liquidity Conditions are satisfied in accordance with the definition thereof and (ii) the Last Reported Sale Price of the Class A Ordinary Shares has been at least 140% of the Conversion Price then in effect for at least twenty (20) Trading Days (whether or not consecutive) during any thirty (30) consecutive Trading Day period (including the last Trading Day of such period) ending on, and including, the Trading Day immediately preceding the date on which the Company provides the Optional Redemption Notice in accordance with this Section 16.01 (an “Optional Redemption”); provided, however that the Company may not redeem less than all of the outstanding Notes for Optional Redemption unless at least $75,000,000 aggregate principal amount of Notes are outstanding and not called for Redemption as of the time the Company sends the related Optional Redemption Notice and after giving effect to the delivery of such Optional Redemption Notice (such limitation, a “Partial Redemption Limitation”).
(b) In case the Company exercises its Optional Redemption right to redeem all or, as the case may be, any part of the Notes pursuant to Section 16.01, it shall fix a date for Optional Redemption (each, an “Optional Redemption Date”) and it or, at its optionwritten request received by the Trustee not less than five (5) Business Days prior to the date such Optional Redemption Notice is to be sent (or such shorter period of time as may be acceptable to the Trustee), the Trustee, in the name of and at the expense of the Company, shall deliver or cause to be delivered a notice of such Optional Redemption (an “Optional Redemption Notice”) not less than forty-five (45) nor more than sixty (60) Scheduled Trading Days prior to the Optional Redemption Date to each Holder of Notes so to be redeemed (provided, that if the Company elects Physical Settlement for conversions of Called Notes during the related Redemption Period, the Company may not provide less than ten (10) Business Days’ nor more than thirty (30) Business Days’ notice before the applicable Optional Redemption Date); provided, however, that, if the Company shall give such notice, it shall also give written notice of the Optional Redemption Date to the Trustee, the Conversion Agent (if other than the Trustee) and the Paying Agent (if other than the Trustee). The Optional Redemption Date must be a Business Day, and the Company may not specify an Optional Redemption Date that falls on or after the 41st Scheduled Trading Day immediately preceding the Maturity Date.
(c) The Optional Redemption Notice, if delivered in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such Optional Redemption Notice by mail or any defect in the Optional Redemption Notice to the Holder of any Note designated for Optional Redemption as a whole or from time to time in part, at a redemption price part shall not affect the validity of the proceedings for the Optional Redemption of any other Note.
(d) Each Optional Redemption Notice shall specify:
(i) the “Optional Redemption Date;
(ii) the Redemption Price”;
(iii) that on the Optional Redemption Date, the Redemption Price will become due and payable upon each Note to be redeemed, and that interest thereon, if any, shall cease to accrue on and after the Optional Redemption Date;
(iv) the name and address of the Paying Agent and Conversion Agent;
(v) the place or places where such Notes are to be surrendered for payment of the Redemption Price;
(vi) the procedures a converting Holder must follow to convert its Notes and the Settlement Method and Specified Dollar Amount, if applicable;
(vii) the Conversion Rate and, if applicable, the number of Additional Class A Ordinary Shares added to the Conversion Rate in accordance with Section 14.04;
(viii) the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes; and
(ix) in case any Note is to be redeemed in part only, the portion of the principal amount thereof to be redeemed and on and after the Optional Redemption Date, upon surrender of such Note, a new Note in principal amount equal to the greater unredeemed portion thereof shall be issued. An Optional Redemption Notice shall be irrevocable. Simultaneously with providing the Optional Redemption Notice, the Company shall publish a notice containing the information included in the Optional Redemption Notice on the Company’s website or through such other public medium as the Company may use. The Trustee shall have no obligation to make any determination in connection with the foregoing. If fewer than all of the outstanding Notes are to be redeemed and the Notes to be redeemed are Global Notes, the Notes to be redeemed shall be selected by the Depositary in accordance with the Applicable Procedures. If fewer than all of the outstanding Notes are to be redeemed and the Notes to be redeemed are not Global Notes, the Trustee will select the Notes to be redeemed (iin principal amounts of $1,000 or multiples there) by lot, on a pro rata basis (subject to rounding to the nearest $1,000 principal amount) or by other method the Trustee considers to be fair and appropriate. No Notes may be redeemed by Optional Redemption if the principal amount of the Notes being redeemedhas been accelerated, 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 (acceleration has 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 pointsbeen rescinded, 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, Redemption Date (except in the case of an acceleration resulting from a default by 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 Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 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 will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the 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 notice from the Company shall be 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 prior to the date of redemption, the Notes to be redeemed in part. Neither the Company 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part).
Appears in 1 contract
Optional Redemption. At The Senior Notes will be redeemable, at the option of the Company, at any time prior and from time to time (the Par Call date of any such redemption, a “Redemption Date, the Company may redeem the Notes at its option”), in whole or from time to time in part, at a redemption price (the “Redemption Price”) 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 being redeemed, and 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 notes Senior Notes being redeemed matured on the Par Call Date but for the redemption thereof (Date, not including any portion of such the payments of interest accrued as of the such Redemption Date) , discounted to the such Redemption Date on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate Treasury Rate, plus 25 20 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Dateas calculated by an Independent Investment Banker; provided, however, that or
(b) 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 Senior Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Senior Notes being redeemed plus to be redeemed; plus, in each case, accrued and unpaid interest thereon on the Senior Notes to be redeemed to, but excluding, the applicable such Redemption Date. If the Company has given notice of redemption has been given as provided in the Original Indenture and made funds available for the redemption of the any Senior Notes called for redemption shall have been made available on the Redemption Date referred to in such that notice, such those Senior 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 that Redemption Date. Any interest accrued to the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes paid as specified in accordance with such notice. Notice The Company will give written notice of any optional redemption of any Senior Notes will be given to Holders of the Senior Notes to be redeemed at their addresses, as shown in the Security Register for the Senior Notes, at least 15 days and not more than 60 nor less than 15 days prior to the date fixed for redemptionRedemption Date. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the aggregate principal amount of the Senior Notes held by such Holder to be redeemed. If all or the Company chooses to redeem less than all of the Senior Notes, the particular Senior Notes are to be redeemed at the option of the Company, the Company will notify shall be selected by the Trustee at least not more than 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior The Senior Notes shall be selected by lot or, in the case of Global Securities, pursuant to the Par Call Date, the Company shall give the Trustee notice applicable procedures of the related Redemption Price promptly after Depositary, for 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 notice from the Company shall be 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 prior to the date of redemption, the Senior Notes to be redeemed in part. Neither the Company 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.
Appears in 1 contract
Sources: Supplemental Indenture (Principal Financial Group Inc)
Optional Redemption. At any If the length of time prior from the Conversion Date to the Par Call Datefinal maturity date of the Bonds is seven (7) years or more, the Company may redeem Bonds are subject to redemption by the Notes Board, at its optionthe option of the Company, on or after the fifth (5th) anniversary of the Conversion Date, in whole at any time or from time to time in part, at a redemption price (the “Redemption Price”) 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 part 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 redemption price 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 thereof 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 to the redemption date. In the event any of the Notes Bonds or portions thereof are called for redemption shall have been made available on as aforesaid, notice of the Redemption Date referred call for redemption, identifying the Bonds or portions thereof to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice be redeemed and the only right redemption price, shall be given by the Trustee by mailing a copy 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 notice by first-class mail at their addresses, as shown in the Security Register for the Notes, least thirty (30) days but not more than 60 nor less than 15 sixty (60) days prior to the date fixed for redemptionredemption to the Owner of each Bond to be redeemed in whole or in part at the address shown on the registration books. The Any notice of redemption will specifymailed as provided above shall be conclusively presumed to have been duly given, among other items, whether or not the Redemption Date, Owner receives the Redemption Price and notice. No further interest shall accrue on the principal amount of any Bond called for redemption after the Notes held by redemption date if moneys sufficient for such Holder redemption have been deposited with the Trustee. If less than all the Bonds are to be redeemed. If all , the particular Bonds or less than all of the Notes are portions thereof to be redeemed shall be selected by the Trustee by lot. The Bonds are issued pursuant to and in full compliance with the Constitution and laws of the State, particularly the Act, and by appropriate action duly taken by the Board which authorizes the execution and delivery of the Agreement and the Indenture. The Bonds have been issued under the provisions of the Act. Notwithstanding anything to the contrary contained herein or in the Indenture, the Agreement, or in any other instrument or document executed by or on behalf of the Board in connection herewith, no stipulation, covenant, agreement or obligation contained herein or therein shall be deemed or construed to be a stipulation, covenant, agreement or obligation of any present or future member, commissioner, director, trustee, officer, employee or agent of the Board, or of any successor to the Board, in any such person's individual capacity, and no such person, in his individual capacity, shall be liable personally for any breach or nonobservance of or for any failure to perform, fulfill or comply with any such stipulations, covenants, agreements or obligations, nor shall any recourse be had for the payment of the principal of or premium, if any, or interest on any of the Bonds or for any claim based thereon or on any such stipulation, covenant, agreement or obligation, against any such person, in his individual capacity, either directly or through the Board or any successor to the Board, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such person, in his individual capacity, is hereby expressly waived and released. The Owner of this Bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any default under the Indenture, or to institute, appear in or defend any suit or other proceedings with respect thereto, unless certain circumstances described in the Indenture shall have occurred. In certain events, on the conditions, in the manner and with the effect set forth in the Indenture, the principal of all the Bonds issued under the Indenture and then outstanding may become or may be declared due and payable before the stated maturity thereof, together with interest accrued thereon. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Board and the rights of the Owners of the Bonds at any time by the option Board with the consent of the Company, the Company will notify Bank and the Trustee holders of all Bonds at least 45 days prior to giving notice of redemption (the time outstanding. Any such consent or such shorter period as is satisfactory to any waiver by the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call DateCompany, the Company shall give Bank and the Trustee notice holders 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 notice from the Company all Bonds shall be given conclusive and binding upon the Owner and upon all future Owners of this Bond and of any Bond issued in replacement hereof whether or not notation of such consent or waiver is made upon this Bond. The Indenture also contains provisions which, subject to the Trustee at such time as shall certain conditions, permit or require the Trustee to include notice waive certain past defaults under the Indenture and their consequences. It is hereby certified, recited and declared that all acts, conditions and things required to exist, happen and be performed precedent to and in connection with the execution and delivery of the Redemption Price Indenture and the issuance of this Bond do exist, have happened and have been performed in such notice due time, form and manner as required by law; and that the issuance of redemptionthis Bond and the issue of which it forms a part, together with all other obligations of the Board does not exceed or violate any constitutional or statutory limitation. The Trustee This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Indenture until the certificate of authentication hereon shall have no responsibility for calculating been signed by the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior or a duly appointed authenticating agent pursuant to the date of redemption, the Notes to be redeemed in part. Neither the Company 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partIndenture.
Appears in 1 contract
Optional Redemption. At (a) The Issuer may, where the Aggregate Outstanding Loan Balance as of the last day of any Collection Period shall be less than or equal to 10% of the Cutoff Date Pool Balance, effect an Optional Redemption, in whole but not in part, on any Redemption Date (such Redemption Date shall be a Payment Date to be specified in a notice to be delivered to the Issuer and the Trustee at least 15 Business Days prior to such Redemption Date) by deposit in full of the Redemption Price in the Distribution Account for distribution to the Holders of the Notes and other persons entitled thereto by 10:00 a.m. (New York City time) on the business day preceding the applicable Payment Date whereupon all such Notes shall be due and payable on the applicable Payment Date, in connection with which the Issuer shall comply with the provisions of this Section 10.01 and Section 10.02. The Servicer or the Issuer will furnish notice of such election to the Trustee, the Owner Trustee and the Rating Agency no later than 10 Business Days prior to the proposed Redemption Date and, provided that sufficient funds are received by the Servicer, the Servicer on behalf of the Issuer shall deposit in the Distribution Account an amount equal to the Redemption Price of the Notes to be redeemed on the Redemption Date.
(b) The Notes to be redeemed shall, following delivery of a notice of an Optional Redemption complying with Section 10.02, 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 Redemption Price. On the Redemption Date, upon deposit in full by the Servicer in the Distribution Account of an amount equal to the Redemption Price, the Indenture Collateral (other than the Transaction Accounts) shall cease to constitute assets of the Issuer and 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 of the Notes shall be distributed to Noteholders in accordance with Section 7.06(b) of the Sale and Servicing Agreement and all other amounts included in the Redemption Price shall be distributed in accordance with Section 7.06(a) of the Sale and Servicing Agreement.
(d) The Issuer or the Servicer may withdraw any notice of Optional Redemption or specify a new Redemption Date at any time prior to the Par Call Dateproposed Redemption Date set forth in any prior notice of Optional Redemption by providing written notice to the Trustee, the Company may redeem Owner Trustee and the Notes at its option, in whole Rating Agency by no later than the second Business Day preceding such Redemption Date. A withdrawal of such notice of Optional Redemption or from time the inability of the Issuer to time in part, at a redemption price (the “complete an Optional Redemption Price”) equal to the greater of (i) the principal amount of the Notes being redeemed, and (ii) the sum will not constitute an Event 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 Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 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 will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the 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 notice from the Company shall be 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 prior to the date of redemption, the Notes to be redeemed in part. Neither the Company 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partDefault.
Appears in 1 contract
Sources: Indenture (Hercules Capital, Inc.)
Optional Redemption. (a) At any time before the date that is thirty (30) days prior to the Par Call Maturity Date, the Company may shall have the right to redeem the Notes at its optionoption and in its sole discretion, in whole or from time to time in part, at a . The redemption price (the “Redemption Price”) will equal to the greater of (i) 100% of the principal amount of the Notes being redeemedto be redeemed plus unpaid interest, if any, accrued thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest, if any, on such Interest Payment Date to the Holder of record at the close of business on the corresponding Record Date (instead of the Holder surrendering its Notes for redemption) and the Redemption Price shall be equal to 100% of the principal amount of the Notes to be redeemed or (ii) as determined by the Quotation Agent, 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 thereon (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 Adjusted Treasury Rate plus 25 20 basis pointspoints (0.20% or twenty one-hundredths of one percent), plus, in each case, plus 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 that is thirty (30) days prior to the Maturity Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus unpaid interest, if any, 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 .
(b) The Company shall not redeem the Notes called for redemption shall have been made available pursuant to Section 4.1(a) on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the any date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 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 if the principal amount of the Notes held has been accelerated, and such an acceleration has not been rescinded or cured on or prior to such date (except in the case of an acceleration resulting from a default 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 in the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the 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 notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice payment 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 prior with respect to the date of redemption, the Notes to be redeemed in part. Neither the Company 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partredeemed).
Appears in 1 contract
Optional Redemption. At any time prior to the Par Call Date, the The Company may choose to redeem the Notes Securities at its option, in whole or from time to time in part, at a redemption price (the “Redemption Price”) 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 Datetime; provided, however, that if the Redemption Date falls ABL Facility remains outstanding, the Securities may only redeemed at such time as the Payment Conditions are satisfied. If it does so, it may redeem all or any portion of the Securities, at once or over time, after a Regular Record Date and on or prior to giving the corresponding Interest Payment Daterequired notice under the Indenture. To redeem the Securities, the Company will must 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 a redemption price 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 Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 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 will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes Securities to be redeemed and their accrued and unpaid interest, if any, to, but not including, the Redemption Date. In connection with any redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Par Call Redemption Date, ). Any notice to Holders of such a redemption shall include the Company shall give the Trustee notice appropriate calculation of the related Redemption Price, but need not include the Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of itself. The actual redemption required by Section 1104 of the Base Indenture, such notice from the Company shall price must be given set forth in an Officer’s Certificate delivered to the Trustee at such time as shall permit the Trustee no later than two Business Days prior to include notice of the Redemption Price in such notice of redemption. The Date and the Trustee shall have no responsibility for calculating such redemption price. Notice of any redemption upon any corporate transaction or other event (including any Equity Offering, Incurrence of Debt or other transaction) may be given prior to the Redemption Pricecompletion thereof. The Trustee In addition, any redemption described above or notice thereof may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of a corporate transaction or other event. If any redemption is so subject to the satisfaction of one or more conditions precedent, the notice thereof shall selectdescribe each such condition and, if applicable, shall state that, in the Company’s discretion, the redemption date may be delayed until such manner time as it any or all such conditions shall deem fair be satisfied (or waived by the Company in its sole discretion), and/or such redemption may not occur and appropriatesuch notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Company in its sole discretion) by the redemption date, no or by the redemption date as so delayed, and/or that such notice may be rescinded at any time by the Company if the Company determines in its sole discretion that any or all of such conditions will not be satisfied (or waived). For the avoidance of doubt, if any redemption date shall be delayed as contemplated by this paragraph and the terms of the applicable notice of redemption, such redemption date as so delayed may occur, subject to the Applicable Procedures, at any time after the original redemption date set forth in the applicable notice of redemption and after the satisfaction (or waiver) of any applicable conditions precedent, including, without limitation, on a date that is less than 10 days after the original redemption date or more than 60 days prior after the applicable notice of redemption. In addition, the Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person. If an optional Redemption Date is on or after a record date and on or before an Interest Payment Date, the accrued and unpaid interest, if any, will be paid to the date of redemption, person or entity in whose name the Notes to be redeemed in part. Neither the Company 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 Security is registered at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Notethat record date, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partand no additional interest will be payable to Holders whose Securities shall be subject to repurchase.
Appears in 1 contract
Optional Redemption. At any time prior to the Par Call Date, the Company may redeem the The Notes at its option, will be redeemable in whole or in part, at the Company’s option, at any time and from time to time in partprior to August 15, 2035 (three months prior to the Stated Maturity Date) (such date, the “Par Call Date”) at a redemption price (the “Redemption Price”) Price equal to the greater of (ithe “Applicable Premium”) (a) 100% of the principal amount of the Notes being redeemed, to be redeemed and (iib) the sum of the present values of the remaining scheduled payments of principal and interest on thereon from the Notes Redemption Date to be redeemed the Par Call Date (assuming for such purpose that would be due if such the notes matured on the Par Call Date but for the redemption thereof (and 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 Treasury Rate (as defined below), plus 25 15 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided. The Notes will be redeemable in whole or in part, 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 foregoingCompany’s option, if the Notes are redeemed at any time and from time to time on or after the Par Call Date, the Date at a Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed to be redeemed, plus accrued and unpaid interest interest, if any, thereon to, but excluding, the applicable Redemption Date. If Further, installments of interest on any Notes to be optionally redeemed that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the applicable Interest Payment Date to the Holders of the Notes as of the close of business on the relevant Regular Record Date according to such Notes and the Indenture. Notice of any redemption will be mailed, or delivered electronically if the Notes are held by DTC in accordance with DTC’s customary procedures, not less than 10 days and not more than 60 days prior to the Redemption Date to each Holder of Notes to be redeemed. Any redemption or notice of any redemption may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of any equity offering or Change of Control, issuance of indebtedness or other transaction or event. Notice of any change to the timing set forth in the original notice of redemption has been will be given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on prior to the Redemption Date referred to and in accordance with DTC’s applicable procedures. The Redemption Date may be delayed until such notice, such Notes will cease to bear interest on time (including more than 60 days after the date fixed for the notice of redemption was mailed or delivered, including by electronic transmission) as any or all such conditions shall be satisfied (or waived by the Company in its sole discretion) and notice of any redemption specified may be rescinded at any time if the Company determines in its sole discretion that any or all of such conditions will not be satisfied (or waived). The Company may provide in such notice that payment of the applicable Redemption Price and the only right performance of its obligations with respect to such redemption may be performed by another person. Unless the Company defaults in payment of the Holders of such Notes Redemption Price, from and after the Redemption Date Date, interest will be cease to receive payment of accrue on the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed or portions thereof called 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 will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the 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 notice from the Company shall be 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 prior to the date of redemptionredeemed, the Notes to be redeemed in part. Neither the Company nor will be selected by the Trustee shall be required to: (i) issue, register by a method that the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes Trustee deems to be redeemed fair and ending at appropriate. For purposes of the close of business on foregoing optional redemption provisions, the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.following term is applicable:
Appears in 1 contract
Optional Redemption. At This Security is redeemable, at the option of the Company, (a) prior to March 15, 2030, at any time prior to the Par Call Datein whole, the Company may redeem the Notes at its option, in whole or from time to time in part, at a redemption price (the “Redemption Price”) , payable in cash, equal to the greater of: (x) 100% of (i) the principal amount of the Notes being to be redeemed, ; and (iiy) 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 for such redemption) scheduled interest and principal payments on this Security (or the portion hereof) to be redeemed (excluding interest accrued to such Redemption Date) ), discounted to the such Redemption Date on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate applicable Treasury Yield plus 25 40 basis points, plus, in each case, accrued and case plus unpaid interest thereon that has accrued to, but excluding, such Redemption Date and (b) on or after March 15, 2030, at any time in whole, or from time to time in part, at a Redemption Price, payable in cash, equal to 100% of the principal amount to be redeemed, plus unpaid interest that has accrued to, but excluding, such Redemption Date. If such Redemption Date is after a Regular Record Date for this Security and on or before the related Interest Payment Date, then the payment of interest becoming due on such Interest Payment Date shall be payable, on such Interest Payment Date, to the Holder of record hereof at the close of business on such Regular Record Date, and the Redemption Price shall not include unpaid interest that has accrued 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, . This Security shall not be redeemable by 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 except as provided in the Indenture preceding sentences and funds for the redemption Indenture. This Security shall not be redeemable at the election of any Holder, except to the extent that the principal of, and interest on, this Security may be accelerated in accordance with Article 5 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 Indenture. For purposes of the Holders of such Notes from and after the Redemption Date will be to receive payment of determining the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given respect to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days redemptions occurring prior to March 15, 2030 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 following definitions 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 (or such shorter period as is satisfactory to the Trustee) of the 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 notice from the Company shall be 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 prior to the date of redemption, the Notes to be redeemed in part. Neither the Company 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.applicable:
Appears in 1 contract
Sources: Supplemental Indenture (Fidelity National Financial, Inc.)
Optional Redemption. At any time prior (a) Subject to the Par Call Dateprior approval of the Superintendent and the satisfaction of the other Payment Restrictions, the Company Notes may redeem the Notes at its optionbe redeemed, in whole or from time to time in part, at the option of MBIA: • on January 15, 2013 and the Interest Payment Date occurring in January of each fifth succeeding year thereafter (each, a “Five-year Date”) at a redemption price (the “Redemption Price”) equal to the greater principal amount of the Notes to be redeemed together with any related accrued and unpaid interest to the date the Notes are redeemed (the “Redemption Date”); and • on any other date at a make whole redemption price (the “Make Whole Redemption Price”) equal to the sum of: (i) the greater of
(A) 100% of the principal amount of the Notes being redeemed, to be redeemed and (iiB) the sum of (1) the sum of the present values of the remaining scheduled payments of principal and interest on from the Notes Redemption Date to be redeemed that would be due if the next succeeding Five-year Date, each such notes matured on payment discounted from its applicable Interest Payment Date to the Par Call Date but for the redemption thereof (Redemption Date, not including any portion of such those payments of interest accrued and unpaid as of the Redemption Date plus (2) the present value of 100% of the principal amount of the Notes to be redeemed, discounted from the next succeeding Five-year Date (assuming the principal of the Notes were due on the next succeeding Five-year Date) discounted to the Redemption Date Date, each such payment described in (1) or (2) above discounted on a semi-annual basis (for any redemption prior to January 15, 2013) or on a quarterly basis (for any redemption after January 15, 2013), in each case assuming a 360-day year consisting of twelve 30-day months) months at the Reinvestment Redemption Rate plus 25 basis points, plus, in each case, (ii) 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 Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 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 will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the 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 notice from the Company shall be 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 prior to the date of redemption, the Notes to be redeemed to the Redemption Date. For purposes of calculating such Make Whole Redemption Price for any redemption after January 15, 2013, the rate used in part. Neither calculating the Company nor amount of each remaining scheduled payment of interest from the Trustee Redemption Date to the next succeeding Five-year Date shall be required tothe Three- Month LIBOR rate applicable to the Interest Period immediately preceding such Redemption Date plus 11.26%. The “Redemption Rate” will be: • for any redemption prior to January 15, 2013, the adjusted treasury rate (i“Adjusted Treasury Rate”) issueplus 0.50%, register and • for any redemption after January 15, 2013, the transfer Three-Month LIBOR rate applicable to the Interest Period immediately preceding such Redemption Date. To calculate the Adjusted Treasury Rate, MBIA will appoint ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and JPMorgan or their respective successors and one or more other primary U.S. Government securities dealers to act as reference dealers, and MBIA will appoint ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and JPMorgan or their respective successors to act as its quotation agents. If each of or exchange Notes during ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and JPMorgan, including their respective successors, is no longer a primary U.S. Government securities dealer, MBIA will substitute another primary U.S. Government securities dealer in its place as reference dealer and quotation agent. The quotation agents will select a United States Treasury security which has a maturity comparable to the remaining period beginning at from the opening Redemption Date to January 15, 2013 which would be used in accordance with customary financial practice to price new issues of business 15 days before any selection corporate debt securities with a maturity comparable to the remaining period from the Redemption Date to January 15, 2013. The reference dealers will provide MBIA and the Fiscal Agent with the bid and asked prices for that comparable U.S. Treasury security as of Notes to be redeemed and ending at the close of business 5:00 p.m. on the day third Business Day before the Redemption Date. MBIA will calculate the average of mailing the relevant notice bid and asked prices provided by each reference dealer, eliminate the highest and the lowest reference dealer quotations, and then calculate the average of redemption; or (ii) register the transfer remaining reference dealer quotations. However, if MBIA obtains fewer than three reference dealer quotations, MBIA will calculate the average of or exchange all the reference dealer quotations and not eliminate any Notequotations. This average quotation is the “Comparable Treasury Price.” The Adjusted Treasury Rate will be the semi-annual equivalent yield to maturity of a security the price of which, or portion thereofexpressed as a percentage of its principal amount, called for redemption, except is equal to the unredeemed portion of any Note being redeemed in partComparable Treasury Price.
Appears in 1 contract
Sources: Fiscal Agency Agreement
Optional Redemption. At any The Notes may be redeemed, at the Issuer’s option in whole or, from time to time, in in part, prior to the Maturity Date as follows:
(a) If the Notes are redeemed before November 15, 2028 (the “Par Call Date”), the Company may redeem the Notes at its option, in whole or from time to time in part, will be redeemed at a redemption price (the “Redemption Price”) Price equal to the greater of of:
(i) 100% of the principal amount of the Notes being then outstanding to be redeemed, and ; and
(ii) the sum 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 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 to the Redemption Date) ), assuming such Notes matured on the Par Call Date, discounted to the Redemption Date on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment applicable Treasury Rate plus 25 30 basis points, plus, in each case, points (the “Make-Whole Premium”); plus any accrued and unpaid interest thereon on the principal amount of the Notes being redeemed to, but excludingnot including, 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 .
(b) If the Notes are redeemed on or after the Par Call Date, the Notes will be redeemed at a Redemption Price will be equal to 100% of the principal amount of the Notes then outstanding being redeemed redeemed, plus accrued and unpaid interest thereon on the principal amount of the Notes being redeemed to, but excludingnot including, the applicable 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 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 Redemption Date, as the case may be, to the date of such payment on the 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 Date, the required payment of principal, Make-Whole Premium, if any, or interest on the Notes to be redeemed shall be made on the Business Day immediately preceding such Redemption Date on which payment was due.
(d) If notice of redemption has been given as in the manner provided in Section 1104 of the Indenture and funds for the redemption of the Notes Note or any part thereof called for redemption shall will have been made available on the Redemption Date, the Notes to be redeemed, or such part thereof, will cease to accrue interest from and after 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 Holder will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 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 will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the 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 notice from the Company shall be 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 prior to the date of redemption, the Notes to be redeemed in part. Neither the Company 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.
Appears in 1 contract
Optional Redemption. At any time prior to The Company will have the Par Call Date, the Company may redeem the Notes at its option, in whole or from time to time in part, at a redemption price (the “Redemption Price”) equal to the greater option 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 redeeming any portion of such payments of interest accrued as of the Redemption Dateoutstanding Secured Exchange Convertible Notes ("Optional Redemption") discounted by paying to the Redemption Date on Subscriber a semi-annual basis (assuming a 360-day year consisting sum 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 money equal to 100115% of the principal amount of the Notes being redeemed plus Exchange Convertible Note together with accrued and but unpaid interest thereon toand any and all other sums due, but excludingaccrued or payable to the Subscriber arising under this Subscription Agreement relating to the Exchange Convertible Note, the applicable Exchange Convertible Note or any other document delivered herewith ("Redemption Date. If Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Secured Exchange Convertible Note for which notice of conversion has been given as provided by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in the Indenture and funds for the redemption connection with some or all of the Notes called for redemption shall have been made available Exchange Convertible 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 Exchange Convertible Note. A Notice of Redemption 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 Date referred Amount. The Redemption Amount must be paid in good funds to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and Subscriber no later than the only right of the Holders of such Notes from and seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to receive payment effect an Optional Redemption, and at the 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 Default under the Notes. Any Notice of Redemption must be given to all holders of Secured Exchange Convertible Notes issued in connection with the Offering, in proportion to their holdings of Exchange Convertible Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Notes shall have occurred or be continuing and (ii) the Company Shares issuable upon conversion of the entire outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 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 will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior Purchase Price proceeds may not be used 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 notice from the Company shall be 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 prior to the date of redemption, the Notes to be redeemed in part. Neither the Company 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in parteffect an Optional Redemption.
Appears in 1 contract
Sources: Subscription Agreement (Select Media Communications Inc)
Optional Redemption. At The Company may redeem all or a part of the Notes, at any time and from time to time, without penalty or premium and at a Redemption Price equal to 100% of the relevant principal amount, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes. Any redemption or notice of redemption may, at the Company’s discretion, be subject to one or more conditions precedent. In the case of a redemption upon an Equity Offering, notice of redemption may be given prior to to, or conditioned upon the Par Call Date, completion of the related Equity Offering. The Company may redeem the Notes Notes, at its optionany time, upon not less than 30 nor more than 60 days’ notice, in whole or from time to time whole, but not in part, at a redemption price (the “Redemption Price”) 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 to be redeemed, plus accrued and but unpaid interest thereon tothereon, but excludingif any, to the applicable Redemption Date. If notice , and all Additional Amounts, if any, then due or that will become due on such Redemption Date as a result of the redemption or otherwise (but subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date), if the Company determines that it has been given as provided or will become obligated to pay Additional Amounts because of a change in the Indenture laws or regulations of a Relevant Taxing Jurisdiction, or a change in any official position regarding the administration, application or interpretation thereof (including by virtue of a holding by a court of competent jurisdiction), in either case that is publicly announced and funds for becomes effective on or after the redemption of Issue Date (or, if the Notes called for redemption shall have been made available Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a date after the Redemption Date referred to in Issue Date, on or after such noticelater date), such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of Company, in its good faith judgment, determines that such obligation to pay Additional Amounts cannot be avoided by taking reasonable measures available to the Holders of such Notes from and after Company. Unless the Redemption Date will be to receive Company defaults in the payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of and any optional redemption of any Notes will be given to Holders at their addresses, as shown in accrued interest on 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 applicable Redemption Date, the Redemption Price and the principal amount of interest will cease to accrue on 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 (or such shorter period as is satisfactory to the Trustee) of the 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 portions 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 notice from the Company shall be 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 prior to the date of redemption, the Notes to be redeemed in part. Neither the Company 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.
Appears in 1 contract
Optional Redemption. At The Company will have the option of redeeming any time prior outstanding Notes ("Optional Redemption") by paying to the Par Call Date, the Company may redeem the Notes at its option, in whole or from time to time in part, at Subscriber a redemption price (the “Redemption Price”) sum of money 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 100120% of the principal amount of the Notes being redeemed plus Note together with accrued and but unpaid interest thereon toand any and all other sums due, but excludingaccrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the applicable Redemption Date. If day notice of redemption ("Notice of Redemption) 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 as provided by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in the Indenture and funds for the redemption connection with some or all of the Notes called for redemption shall have been made available 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 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 Date referred Amount. The Redemption Amount must be paid in good funds to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and Subscriber no later than the only right of the Holders of such Notes from and seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to receive payment effect an Optional Redemption, and at the 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 Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a 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 Maximum Base 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 defined in the Security Register for the Notes, not more than 60 nor Note) is less than 15 the Conversion Price calculated pursuant to Section 2.1(b)(i) of the Note for each of the ten (10) trading days prior to the date fixed for redemption. The notice of redemption will specify, among other items, preceding the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder . Note proceeds may not be used 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 (or such shorter period as is satisfactory to the Trustee) of the 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 notice from the Company shall be 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 prior to the date of redemption, the Notes to be redeemed in part. Neither the Company 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in parteffect an Optional Redemption.
Appears in 1 contract
Optional Redemption. At any time (a) No sinking fund is provided for the Preferred Stock. The Preferred Stock shall not be redeemable by the Company prior to the Par Call date that is five years following the Issue Date. On or after the date that is five years following the Issue Date, the Company may redeem (an “Optional Redemption”) for cash all, but not less than all, of the Notes Preferred Stock, at the Redemption Price in accordance with this Section 4.
(b) In case the Company exercises its Optional Redemption right to redeem all of the Preferred Stock pursuant to Section 4(a), it shall fix a date for redemption (each, a “Redemption Date”) and it or, at its option, in whole or from time to time in part, at a redemption price (written request received by the “Redemption Price”) 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 (Transfer Agent not including any portion of such payments of interest accrued as of the Redemption Date) discounted less than 55 calendar days prior to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting or such shorter period of twelve 30-day months) time as may be acceptable to the Transfer Agent), the Transfer Agent, in the name of and at the Reinvestment Rate plus 25 basis pointsexpense of the Company, plus, in each case, accrued and unpaid interest thereon to, but excluding, shall mail or cause to be mailed a notice of such Optional Redemption (a “Redemption Notice”) not less than 30 days prior to the Redemption DateDate to each Holder of Preferred Stock at its last address as the same appears on the Company’s stock register; provided, however, that that, if the Company shall give such notice, it shall also give written notice of 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 premiumTransfer Agent. The Redemption Date must be a Business Day.
(c) The Redemption Notice, if anymailed in the manner herein provided, due on shall be conclusively presumed to have been duly given, whether or not the Holder receives such Interest Payment Date notice. In any case, failure to give such Redemption Notice by mail or any defect in the Redemption Notice to the Holder of record at any share of Preferred Stock designated for redemption shall not affect 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% validity 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 proceedings for the redemption of the Notes called for redemption any other share of Preferred Stock.
(d) Each Redemption Notice shall have been made available on specify:
(i) 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 Date;
(ii) the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, Price;
(iii) that on the Redemption Date, the Redemption Price will become due and payable upon each share of Preferred Stock, and that any dividends thereon shall cease to accumulate on and after the principal amount Redemption Date;
(iv) the place or places where such shares of the Notes held by such Holder to be redeemed. If all or less than all of the Notes Preferred Stock 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 (or such shorter period as is satisfactory to the Trustee) of the 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 notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice surrendered for payment of the Redemption Price in such notice Price;
(v) that Holders may surrender their shares of redemption. The Trustee shall have no responsibility Preferred Stock for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days conversion at any time prior to the date of redemption, the Notes to be redeemed in part. Neither the Company 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 close of business on the day Business Day immediately preceding the Redemption Date;
(vi) the procedures a converting Holder must follow to convert its Preferred Stock;
(vii) the Conversion Rate; and
(viii) the CUSIP, ISIN or other similar numbers, if any, assigned to such Preferred Stock. A Redemption Notice shall be irrevocable.
(e) If any Redemption Notice has been given in respect of mailing the Preferred Stock in accordance with Section 4(b), Holders of the Preferred Stock shall surrender any shares of Preferred Stock that have not been converted prior to the related Redemption Date to the Company on the Redemption Date at the place or places stated in the Redemption Notice. Prior to the open of business on the Redemption Date, the Company shall deposit with the Transfer Agent an amount of cash (in immediately available funds if deposited on the Redemption Date), sufficient to pay the Redemption Price of all of the shares of Preferred Stock to be redeemed on such Redemption Date. On the later of the Redemption Date and the date of presentation and surrender by the relevant notice Holder of redemptionthe Preferred Stock at the place or places stated in the Redemption Notice, the Company shall pay the Redemption Price to such Holder of the Preferred Stock by mailing checks for the amount payable to the Holders of such shares of Preferred Stock entitled thereto as they shall appear in the share register of the Company; or (ii) register provided, however, that payments to the Depository shall be made by wire transfer of immediately available funds to the account of the Depository or exchange its nominee. The Transfer Agent shall, promptly after such payment and upon written demand by the Company, return to the Company any Notefunds in excess of the Redemption Price.
(f) From and after the Redemption Date (unless the Company shall default in providing for the payment of the Redemption Price), or portion thereofdividends will cease to accrue on the Preferred Stock, called for redemptionthe Preferred Stock shall no longer be deemed outstanding and all rights of the Holders of the Preferred Stock will terminate, except the unredeemed portion right to receive the Redemption Price payable upon redemption.
(g) The Company shall not be entitled to exercise its right to make an Optional Redemption unless the Redemption Price is paid solely in cash on the Redemption Date, including with respect to any Accumulated Dividends as of any Note being redeemed in partthe Redemption Date.
Appears in 1 contract
Sources: Purchase Agreement (MRC Global Inc.)
Optional Redemption. At The Company will have the option of ------------------- redeeming any time prior outstanding Note ("Optional Redemption") by paying to the Par Call Date, the Company may redeem the Notes at its option, in whole or from time to time in part, at Subscriber a redemption price (the “Redemption Price”) sum of money 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 100125% of the principal amount of the Notes being redeemed plus portion of the Note described below together with accrued and but unpaid interest thereon toand any and all other sums due, but excludingaccrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the applicable Redemption Date. If day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption must be given, if at all, within two hours of the delivery to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given as provided by the Subscriber employing the Conversion Price described in the Indenture and funds for the redemption Section 2.1(b)(ii) of the Notes called for redemption shall have been made available Note. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the 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 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 Date referred Amount. The Redemption Amount must be paid in good funds to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and Subscriber no later than the only right of the Holders of such Notes from and fifth (5th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to receive payment effect an Optional Redemption, and at the 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 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 Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 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 will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior Note proceeds may not be used 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 notice from the Company shall be 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 prior to the date of redemption, the Notes to be redeemed in part. Neither the Company 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in parteffect an Optional Redemption.
Appears in 1 contract
Sources: Subscription Agreement (Advanced Aerodynamics & Structures Inc/)
Optional Redemption. At The Company will have the option of redeeming any time prior outstanding Notes ("Optional Redemption") by paying to the Par Call Date, the Company may redeem the Notes at its option, in whole or from time to time in part, at Subscriber a redemption price (the “Redemption Price”) sum of money equal to the greater of one hundred and twenty percent (i120%) 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 portion of the Note together with accrued and but unpaid interest thereon toand any and all other sums due, but excludingaccrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the applicable Redemption Date. If day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). The Subscriber may elect within ten (10) business days after receipt of a Notice of Redemption to give the 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 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 Amount and stating that the Company’s subsidiary River Reinsurance Limited has been given as provided in issued a Barbados insurance license prior to the Indenture 121st day after the date of this Agreement, and funds for the redemption attaching a copy of such license and evidence of the Notes called for redemption shall have been made available on date of its issuance. The Redemption Amount must be paid in good funds to the Redemption Date referred to in such notice, such Notes will cease to bear interest on Subscriber not later than the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and twelfth (12th) business day after the Redemption Date (“Optional Redemption Payment Date”). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to receive payment of effect an Optional Redemption, and at the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other itemsSubscriber’s election, the Redemption Date, the Amount will be deemed a Mandatory Redemption Price Payment and the principal amount Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Notes held Note. A Notice of Redemption may be given 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, provided an Event of Default, as NEWYORK01 1037898v7 362761-000013 described in the Company will notify the Trustee at least 45 days prior Note has not occurred and is continuing. Note proceeds may not be used to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the 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 notice from the Company shall be 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 prior to the date of redemption, the Notes to be redeemed in part. Neither the Company 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in parteffect an Optional Redemption.
Appears in 1 contract
Optional Redemption. At any time prior to Commencing six (6) months after the Par Call Dateoriginal Issue Date of this Note, the Company may redeem Borrower will have the Notes at its optionoption of prepaying the outstanding Principal amount of this Note (“Optional Redemption”), in whole or from time to time in part, at by paying to the Holder a redemption price sum of money in cash equal to one hundred percent (100%) of the Principal amount to be redeemed, together with accrued but unpaid interest thereon, if any, and any and all other sums due, accrued or payable to the Holder arising under this Note through the Redemption Payment Date, as defined below and 2.8986 shares of Common Stock for each $1.00 of Note principal amount being redeemed (the “Redemption PriceAmount”). Bo▇▇▇▇▇▇’▇ election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be a date certain not sooner than thirty (30) 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”) equal to the greater of (i) the principal amount during which all of the Notes being redeemed, and (ii) the sum Equity Conditions have been in effect. A Notice of the present values of the remaining scheduled payments of principal and interest on the Notes Redemption shall not be effective with respect 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 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 Date) discounted to 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 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 Redemption Amount, less any cash portion of the Redemption Amount against which the Holder has permissibly exercised its conversion rights, shall be paid in good funds to the Holder. In the event the Borrower fails to 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 Amount on the Redemption Payment Date referred as set forth herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no right to in such noticedeliver another Notice of Redemption, such Notes will and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default. In the event the Equity Conditions cease to bear interest on be in effect prior to 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. Amount, the Holder may cancel the Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 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 will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the 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 notice from the Company shall be 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 prior to the date of redemption, the Notes to be redeemed in part. Neither the Company 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partRedemption.
Appears in 1 contract
Sources: Convertible Security Agreement (Reign Sapphire Corp)
Optional Redemption. At any time prior to the Par Call Date, the Company may redeem the The Notes at its option, will be redeemable in whole or in part, at the Company’s option, at any time and from time to time in partprior to March 15, 2036 (three months prior to the Stated Maturity Date) (such date, the “Par Call Date”) at a redemption price (the “Redemption Price”) Price equal to the greater of (ithe “Applicable Premium”) (a) 100% of the principal amount of the Notes being redeemed, to be redeemed and (iib) the sum of the present values of the remaining scheduled payments of principal and interest on thereon from the Redemption Date to the Par Call Date (assuming for such purpose that the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (and 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 Treasury Rate (as defined below), plus 25 15 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided. The Notes will be redeemable in whole or in part, 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 foregoingCompany’s option, if the Notes are redeemed at any time and from time to time on or after the Par Call Date, the Date at a Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed to be redeemed, plus accrued and unpaid interest interest, if any, thereon to, but excluding, the applicable Redemption Date. If Further, installments of interest on any Notes to be optionally redeemed that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the applicable Interest Payment Date to the Holders of the Notes as of the close of business on the relevant Regular Record Date according to such Notes and the Indenture. Notice of any redemption will be mailed, or delivered electronically if the Notes are held by DTC in accordance with DTC’s customary procedures, not less than 10 days and not more than 60 days prior to the Redemption Date to each Holder of Notes to be redeemed. Any redemption or notice of any redemption may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of any equity offering or Change of Control, issuance of indebtedness or other transaction or event. Notice of any change to the timing set forth in the original notice of redemption has been will be given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on prior to the Redemption Date referred to and in accordance with DTC’s applicable procedures. The Redemption Date may be delayed until such notice, such Notes will cease to bear interest on time (including more than 60 days after the date fixed for the notice of redemption was mailed or delivered, including by electronic transmission) as any or all such conditions shall be satisfied (or waived by the Company in its sole discretion) and notice of any redemption specified may be rescinded at any time if the Company determines in its sole discretion that any or all of such conditions will not be satisfied (or waived). The Company may provide in such notice that payment of the applicable Redemption Price and the only right performance of its obligations with respect to such redemption may be performed by another person. Unless the Company defaults in payment of the Holders of such Notes Redemption Price, from and after the Redemption Date Date, interest will be cease to receive payment of accrue on the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed or portions thereof called 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 will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the 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 notice from the Company shall be 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 prior to the date of redemptionredeemed, the Notes to be redeemed in part. Neither the Company nor will be selected by the Trustee shall be required to: (i) issue, register by a method that the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes Trustee deems to be redeemed fair and ending at appropriate. For purposes of the close of business on foregoing optional redemption provisions, the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.following term is applicable:
Appears in 1 contract
Optional Redemption. At any time prior to the Par Call Date, the Company The Issuer may redeem the Notes at its optionoption at any time, in whole or from time to time in part, at a redemption price (the “Redemption Price”) equal to the greater sum of:
(a) the principal amount or, in the case of (i) a redemption in part, the relevant Redemption Proportion of the principal amount of the Notes being redeemed, and plus accrued interest thereon to the redemption date; and
(iib) the sum Make-Whole Amount (as defined below), if any, with respect to the 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 present values of the remaining scheduled payments of principal and interest on the outstanding Notes to be redeemed that would be due if such notes matured on the Par Call Date but for relevant redemption date bears to the redemption thereof aggregate principal amount of outstanding Notes on such date (not including any portion of such payments the “Redemption Proportion”). Notwithstanding the foregoing, installments of interest accrued as of the Redemption Date) discounted to the Redemption on Notes that are due and payable on an Interest Payment 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 falling on or prior to the corresponding Interest Payment Date, the Company a redemption date will pay the full amount of accrued and unpaid interest and premium, if any, due be payable on such Interest Payment Date to the Holder holders thereof as of record at the close of business on the corresponding Regular Record Daterelevant record date. Notwithstanding If the foregoingIssuer 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, if on and after the relevant redemption date, interest will cease to accrue on the Notes are redeemed on or after or, in the Par Call Datecase of a redemption in part, the relevant Redemption Price will be equal to 100% Proportion 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 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 noticeoutstanding Notes. Notice of any optional redemption of any Notes will be given to Holders the Noteholders at their addresses, as shown in the Security Register for the Notes, least 15 days but not more than 60 nor less than 15 45 days prior to before the date fixed for redemptionredemption date. The notice of redemption will specify, among amongst other itemsthings, the Redemption DatePrice, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all , (in the case 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 a redemption (or such shorter period as is satisfactory to the Trustee) of the 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 notice from the Company shall be 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 prior to the date of redemption, the Notes to be redeemed in part. Neither the Company 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 close of business on the day of mailing the relevant notice Redemption Proportion and the redemption date. For the purposes of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.this Condition 7(2):
Appears in 1 contract
Sources: Fiscal Agency Agreement (Simon Property Group L P /De/)
Optional Redemption. At Section 6.1. This Note (or any time prior to successor Note) may be redeemed at the Par Call Dateelection of the Company, the Company may redeem the Notes at its option, in as a whole or from time to time in part, on any Interest Payment Date on or after April 1, 2014 at a redemption price the then outstanding principal amount of the Note (the “Redemption Price”) equal ). The Redemption Price will be delivered to the greater 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:
(ia) the Redemption Date,
(b) the Redemption Price,
(c) in the case of partial redemption of the Note, the principal amount of the Notes being to be redeemed, and ,
(iid) the sum of the present values of the remaining scheduled payments of principal and interest that on the Notes Redemption Date the Redemption Price will become due and payable upon such Note to be redeemed and that would interest thereon will cease to accrue on and after said date, and
(e) the place or places where any such Note is to be due if such notes matured on surrendered for payment of the Par Call Date but Redemption Price. Any immaterial defect in said notice shall not affect the validity of the proceedings for the redemption thereof 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 (not including any portion of such payments of interest accrued as unless the Company shall default in the payment of the Redemption DatePrice and accrued interest) discounted 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 Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis pointsPrice, plus, in each case, together with accrued and unpaid interest thereon to, but excluding, to the Redemption Date; provided, however, that if installments of interest payable on an Interest Payment Date occurring prior to or on the Redemption Date falls after a Regular Record Date and on or prior shall be payable to the corresponding Interest Payment Date, the Company will pay the full amount Holders of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record Note registered as such at the close of business on the corresponding relevant 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 any Note called for redemption shall have been made available on not be so paid upon surrender thereof for redemption, the principal (and premium, if any) shall, until paid, bear interest from the Redemption Date referred to in such notice, such Notes will cease to bear interest on at the date fixed for such redemption specified in such notice and rate borne by 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 noticeNote.
Section 6.4. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 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 Any Note which is to be redeemed only in part shall be surrendered at the option principal office of the CompanyCompany (with, if the Company will notify the Trustee at least 45 days prior to giving notice so requires, due endorsement by, or a written instrument of redemption (or such shorter period as is transfer in form satisfactory to the Trustee) Company duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute and deliver to the Holder of the such Note without service charge, a new Note or Notes, of any authorized denomination as requested by such Holder, in aggregate principal amount of Notes equal 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 notice from the Company shall be 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 exchange for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any the principal of the Note being redeemed in partso surrendered.
Appears in 1 contract
Sources: Subordinated Promissory Note (Summit Financial Group Inc)
Optional Redemption. At The Securities are redeemable, at the option of the Company, at any time prior to the Par Call Date, the Company may redeem the Notes at its option, maturity in whole or from time to time in part, on a date fixed by the Company for such redemption (the “Redemption Date”) and at a redemption price (the “Redemption Price”) equal to 100% of the greater 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 (i) 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 Notes being redeemedSecurities 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, and if any, of: (iii) the sum of the present values values, calculated as of the Redemption Date, of :(A) the remaining scheduled payments of principal and interest on the Notes Securities to be redeemed that would be due if such notes matured on after the Par Call Redemption Date but for such redemption (except that, if such Redemption Date is not an Interest Payment Date, the redemption thereof (not including any portion amount of such payments the next succeeding scheduled interest payment will be reduced by the amount of interest accrued as of thereon to the Redemption Date); and (B) discounted 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 semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the Reinvestment Treasury Rate (as defined below) plus 25 40 basis points. ‘‘Treasury Rate’’ means, 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 with respect 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 Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 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 rate per annum equal to the principal amount semiannual equivalent yield to maturity (computed as of the Notes held by second Business Day immediately preceding 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 (or such shorter period as is satisfactory to the TrusteeRedemption Date) of the aggregate Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount of Notes amount) equal to be redeemed and their the Comparable Treasury Price for such 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 notice from the Company shall be 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 prior to the date of redemption, the Notes to be redeemed in part. Neither the Company 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.
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Optional Redemption. At The Company will have the option of redeeming any time prior outstanding Note ("Optional Redemption") by paying to the Par Call Date, the Company may redeem the Notes at its option, in whole or from time to time in part, at Subscriber a redemption price (the “Redemption Price”) sum of money 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 100125% of the principal amount of the Notes being redeemed plus portion of the Note described below together with accrued and but unpaid interest thereon toand any and all other sums due, but excludingaccrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the applicable Redemption Date. If day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption must be given, if at all, within two hours of the delivery to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given as provided by the Subscriber employing the Conversion Price described in the Indenture and funds for the redemption SECTION 2.1(B)(II) of the Notes called for redemption shall have been made available Note. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the 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 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 Date referred Amount. The Redemption Amount Unsecured 12 must be paid in good funds to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and Subscriber no later than the only right of the Holders of such Notes from and fifth (5th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to receive payment effect an Optional Redemption, and at the 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 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 Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 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 will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior Purchase Price proceeds may not be used 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 notice from the Company shall be 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 prior to the date of redemption, the Notes to be redeemed in part. Neither the Company 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 close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in parteffect an Optional Redemption.
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Sources: Subscription Agreement (Mooney Aerospace Group LTD)