Common use of Optional Redemption Clause in Contracts

Optional Redemption. (a) At any time prior to November 1, 2025, the Company may redeem the Notes in whole or in part, at its option, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at a redemption price (expressed as a percentage of the principal amount of the Notes to be redeemed) equal to 100.000% plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding, the date of redemption (the “Redemption Date”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to November 1, 2025, the Company may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage of the principal amount of Notes to be redeemed) equal to 108.75%, plus accrued and unpaid interest, if any, to but excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company of one or more Equity Offerings of the Company; provided that not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses (a) and (b) of this Section 5.6, the Notes shall not be redeemable at the Company’s option prior to November 1, 2025. (d) At any time and from time to time on or after November 1, 2025, the Company may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on November 1 of each of the years indicated in the table below: Year Percentage 2025 104.375% 2026 and thereafter 100.000% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but excluding, the date of such redemption. In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (g) Any redemption pursuant to this Section 5.6 shall be made pursuant to the provisions of Sections 5.1 through 5.6.

Appears in 1 contract

Sources: Indenture (loanDepot, Inc.)

Optional Redemption. (a) At any time Except as set forth in subparagraphs (b), (c) and (d) of this Paragraph 5, the Company will not have the option to redeem the Notes prior to November 1, 20252020. On or after November 1, 2020, the Company may will have the option to redeem all or a part of the Notes in whole or in part, at its option, upon not less than 10 30 nor more than 60 days’ prior notice, with a copy to at the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at a redemption price prices (expressed as a percentage percentages of the principal amount of the Notes to be redeemedamount) equal to 100.000% set forth below plus the Applicable Premium as of, and accrued and unpaid interestinterest on the Notes redeemed to, if any, to but excludingnot including, the applicable redemption date of redemption (the “Redemption Date”), subject to the rights right of Holders on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to November 1, 2025, the Company may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage of the principal amount of Notes to be redeemed) equal to 108.75%, plus accrued and unpaid interest, if any, to but excluding, the applicable Redemption Interest Payment Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company of one or more Equity Offerings of the Company; provided that not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses (a) and (b) of this Section 5.6, the Notes shall not be redeemable at the Company’s option prior to November 1, 2025. (d) At any time and from time to time on or after November 1, 2025, the Company may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve12-month period beginning on November 1 of each of the years indicated in the table below: Year Percentage 2025 104.3752020 104.875 % 2026 and thereafter 100.000% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 902021 102.438 % in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but excluding, the date of such redemption. In determining whether the Holders of at least 902022 100.000 % of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Dateredemption date. (gb) Any redemption pursuant to this Section 5.6 shall be made pursuant to Notwithstanding the provisions of Sections 5.1 through 5.6subparagraph (a) of this Paragraph 5, at any time prior to November 1, 2020, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture with an amount of cash not greater than the net cash proceeds of one or more Equity Offerings at a redemption price equal to 109.750% of the aggregate principal amount thereof, plus accrued and unpaid interest to, but not including, the redemption date; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture remains outstanding immediately after the occurrence of such redemption and that each such redemption occurs within 90 days of the date of the closing of the related Equity Offering. (c) At any time prior to November 1, 2020, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the date of redemption (subject to the right of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date). (d) In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept a Change of Control Offer and the Company (or the third party making the Change of Control Offer pursuant to Section 4.14(d) of the Indenture) purchases all of the Notes held by such Holders, the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice to the Holders and the Trustee, given not more than 30 days following the purchase pursuant to Section 4.14, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest on the Notes that remain outstanding, to, but not including, the date of redemption (subject to the right of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date).

Appears in 1 contract

Sources: Indenture (W&t Offshore Inc)

Optional Redemption. Except as set forth below, the Issuer will not be entitled to redeem the Notes at its option. (ai) At any time prior to November 1September 15, 20252028, the Company Issuer may redeem the Notes Notes, in whole or in part, at its option, upon not less than 10 nor more than 60 days’ prior notice, with a copy to notice as described in Section 3.03 of the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes RegisterIndenture, at a redemption price (expressed as a percentage equal to 100% of the principal amount of the Notes to be redeemed) equal to 100.000% redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding, not including the date of redemption (the “Redemption Date”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to November 1, 2025, the Company may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage of the principal amount of Notes to be redeemed) equal to 108.75%, plus accrued and unpaid interest, if any, to but excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company of one or more Equity Offerings of the Company; provided that not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6Interest Payment Date. (cii) Except pursuant to clauses (a) On and (b) of this Section 5.6after September 15, 2028, the Notes shall not be redeemable at the Company’s option prior to November 1, 2025. (d) At any time and from time to time on or after November 1, 2025, the Company Issuer may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior noticenotice as described in Section 3.03 of the Indenture, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereon, if any, to but excluding not including the applicable Redemption Date, subject to the right of Holders of Notes of record of the Notes on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date, if redeemed during the twelve-month period beginning on November 1 September 15 of each of the years indicated in the table below: Year Percentage 2025 104.3752028 103.063% 2026 2029 101.531% 2030 and thereafter 100.000% (eiii) Notwithstanding the foregoingIn addition, in connection with any tender offer for the Notesuntil September 15, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders2028, the Company Issuer may, at its option, on one or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy occasions redeem up to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but excluding, the date of such redemption. In determining whether the Holders of at least 9040% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in (including any Additional Notes) at a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate redemption price equal to 106.125% of the Company, or any successor aggregate principal amount thereof, shall be deemed plus accrued and unpaid interest thereon, if any, to be outstanding for the purposes of such tender offer. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on but not including the applicable Redemption Date. (g) Any redemption pursuant to this Section 5.6 shall be made pursuant , subject to the provisions right of Sections 5.1 through 5.6Holders of Notes of record on the relevant record date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds of one or more Equity Offerings; provided that at least 50% of the sum of the aggregate principal amount of (x) Notes originally issued under the Indenture and (y) any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption (unless all notes are redeemed substantially concurrently therewith); provided, further, that for purposes of calculating the principal amount of Notes able to be redeemed with such cash proceeds of such Equity Offering(s), such amount shall include only the principal amount of the Notes to be redeemed plus the premium on such Notes to be redeemed; provided, further, that each such redemption occurs within 90 days of the date of closing of each such Equity Offering.

Appears in 1 contract

Sources: Indenture (Match Group, Inc.)

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(e) hereof, the Notes will not be redeemable at the Issuers’ option before August 1, 2014. (b) At any time prior to November August 1, 20252014, the Company may redeem the Notes in whole or in partIssuers may, at its their option, on one or more occasions, redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, with a copy to notice provided as described in Section 3.03 of the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes RegisterIndenture, at a redemption price (expressed as a percentage equal to 100.0% of the principal amount of the Notes to be redeemed) equal to 100.000% redeemed plus the Applicable Premium as of, and accrued and unpaid interestinterest to, if any, to but excludingnot including, the date of redemption (the “Redemption Date”), subject to the rights of Holders of record on the relevant record date Record Date to receive interest due on the relevant interest payment dateInterest Payment Date. (bc) At any time and from time to time prior to November Until August 1, 20252015, the Company Issuers may, at their option, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40100.0% of the original aggregate principal amount of Notes (including the aggregate principal amount of Additional Notes and any PIK Notes issued under this Indenture on after the Issue Date (together Date) with Additional Notes) at a redemption price (expressed as a percentage of the aggregate principal amount of Notes to be redeemedredeemed (the “Equity Offering Redemption Amount”) not to exceed an amount equal to 108.75%the aggregate gross proceeds from one or more Equity Offerings, upon notice provided as described in Section 3.03 of the Indenture, at a redemption price equal to (i) prior to August 1, 2014, 102.000% of the aggregate principal amount thereof, and (ii) from August 1, 2014 to August 1, 2015, 101.000% of the aggregate principal amount thereof, in each case, plus accrued and unpaid interestinterest thereon to, if any, to but excludingnot including, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date Record Date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company of one or more Equity Offerings of the Company; provided that not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrentlyInterest Payment Date; provided, further, that each such redemption occurs not later than 180 within 120 days after of the date of closing of the related each such Equity Offering. The Trustee ; and provided, further, that proceeds in an amount equal to or exceeding the applicable Equity Offering Redemption Amount shall select be received by, or contributed to the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses (a) and (b) of this Section 5.6capital of, the Notes shall not be redeemable at the Company’s option prior to November 1, 2025Company or any Restricted Subsidiary. (d) At any time On and from time to time on or after November August 1, 20252014, the Company may Issuers may, at their option, on one or more occasions, redeem all or a part of the Notes, upon notice provided as described in whole or in partSection 3.03 of the Indenture, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereonthereon to, if anybut not including, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date Record Date to receive interest due on the relevant interest payment dateInterest Payment Date, if redeemed during the twelve-month period beginning on November August 1 of each of the years indicated in the table below: Year Percentage 2025 104.3752014 102.000 % 2026 2015 101.000 % 2016 and thereafter 100.000100.000 % (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer a Change of Control Offer and the CompanyIssuers, or any third party making such tender offer a Change of Control Offer in lieu of the CompanyIssuers as described in Section 4.14(c) of the Indenture, purchases purchase all of the Notes validly tendered and not validly withdrawn by such Holders, the Company Issuers or such third party shall will have the right right, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, notice given not more than 30 days following such purchase date pursuant to the Change of Control Offer described in Section 4.14 of the Indenture, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to 101.000% of the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, principal amount thereof plus accrued and unpaid interestinterest to, if any, thereon, to but excludingnot including, the date of such redemption. In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (g) Any redemption pursuant to this Section 5.6 paragraph 5 shall be made pursuant to the provisions of Sections 5.1 3.01 through 5.63.06 of the Indenture.

Appears in 1 contract

Sources: Indenture (Michaels Companies, Inc.)

Optional Redemption. (a) At any time prior Prior to November 1, 2025the Par Call Date, the Company Issuers may redeem all or part of the Notes, after having sent a notice of redemption as described in Section 3.03 of the Original Indenture (except that, for the purposes of the Notes in whole or in partissued under this Nineteenth Supplemental Indenture, at its option, such notice shall be required to be sent upon not less than 10 15 nor more than 45 days’ notice, rather than upon not less than 30 days nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register), at a redemption price equal to the greater of (expressed as a percentage i) 100% of the principal amount of Notes and (ii) the Notes sum of the present value at such redemption date of all remaining scheduled payments of principal and interest on such Note through the Par Call Date (excluding accrued but unpaid interest to be redeemed) the redemption date), discounted to the date of redemption using a discount rate equal to 100.000% the Treasury Rate plus the Applicable Premium as of35 basis points, and plus, in each case, accrued and unpaid interest, if any, to to, but excludingnot including, the date of redemption (the “Redemption Date”)date, subject to the rights right of Holders holders of record on the relevant record date Record Date to receive interest due on the relevant interest payment dateInterest Payment Date. (b) At On or after the Par Call Date, the Notes may be redeemed at the Issuers’ option, at any time and in whole or from time to time prior to November 1in part, 2025, the Company may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage equal to 100% of the principal amount of the Notes to be being redeemed) equal to 108.75%, plus accrued and unpaid interest, if any, to to, but excludingnot including, the applicable Redemption Dateredemption date, subject to the right of Holders holders of record of the Notes on the relevant record date Record Date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company of one or more Equity Offerings of the Company; provided that not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses (a) and (b) of this Section 5.6, the Notes shall not be redeemable at the Company’s option prior to November 1, 2025. (d) At any time and from time to time on or after November 1, 2025, the Company may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on November 1 of each of the years indicated in the table below: Year Percentage 2025 104.375% 2026 and thereafter 100.000% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but excluding, the date of such redemption. In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Interest Payment Date. (g) Any redemption pursuant to this Section 5.6 shall be made pursuant to the provisions of Sections 5.1 through 5.6.

Appears in 1 contract

Sources: Nineteenth Supplemental Indenture (AerCap Holdings N.V.)

Optional Redemption. (a) At any time prior to November May 1, 20252009, the Company may, at its option, on one or more occasions redeem up to 40% of the aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes, as the case may be), at a redemption price equal to 108% of the aggregate principal amount of the Notes, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable redemption date, subject to the right of Holders on the record date to receive interest due on the interest payment date, with the net cash proceeds of one or more Equity Offerings (provided, that if the Equity Offering is an offering by any direct or indirect parent corporation of the Company, a portion of the net cash proceeds thereof equal to the amount required to redeem the Notes is contributed to the equity capital of the Company), or the Net Proceeds of one or more Designated Asset Sales; provided, however, that (1) at least 50% of the aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) must remain outstanding immediately after the occurrence of each such redemption (excluding in such calculation, Notes held by the Company or any of its Affiliates); and (2) the redemption occurs within 90 days of the date of closing of such Equity Offering or Designated Asset Sale, as the case may be. (b) Except pursuant to Section 3.07(a) or as otherwise set forth below, the Notes will not be redeemable at the Company’s option prior to May 1, 2009; provided, however, the Company may acquire the Notes by means other than a redemption. (c) On or after May 1, 2010, the Company may redeem all or a part of the Notes in whole or in partNotes, at its option, upon not less than 10 30 nor more than 60 days’ prior notice, with a copy at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest, if any, on the Notes to be redeemed to the Trustee, to each Holder of Notes applicable redemption date (subject to the address right of such Holder appearing in Holders of record on the record date to receive interest due on the interest payment date), if redeemed during the twelve-month period beginning on May 1 of the years indicated below: 2010 104.000 % 2011 102.000 % 2012 and thereafter 100.000 % (d) At any time prior to May 1, 2010, the Notes Registermay be redeemed, in whole or in part, at the option of the Company, at a redemption price (expressed as a percentage equal to 100% of the principal amount of the such Notes to be redeemed) equal to 100.000% redeemed plus the Applicable Premium as of, and accrued and unpaid interestinterest and Additional Interest, if any, to but excludingto, the applicable redemption date of redemption (the “Redemption Date”), subject to the rights right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date). (be) At any time and from time to time prior to November 1, 2025, the The Company may, on one or more occasionsat its option, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage of the principal amount of Notes to be redeemed) equal to 108.75%, plus accrued and unpaid interest, if any, to but excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company of one or more Equity Offerings of the Company; provided that not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses (a) and (b) of this Section 5.6, the Notes shall not be redeemable at the Company’s option prior to November 1, 2025. (d) At any time and from time to time on or after November 1, 2025, the Company may redeem the Notes, in whole or but not in part, at any time upon not less than 10 15 days’ nor more than 60 30 days’ prior notice, with a copy notice to the TrusteeHolders (which notice shall be irrevocable and given in accordance with Section 3.03 and Section 3.04), at a redemption price equal to each Holder 100% of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table belowthereof, plus accrued and unpaid interest thereonthereon to the redemption date, premium, if any, and all Additional Amounts, if any, then due and which will become due on the date of redemption as a result of the redemption or otherwise, if the Company determines in good faith that the Company or any Guarantor is, or on the next date on which any amount would be payable in respect of the Notes, would be obligated to but excluding pay Additional Amounts in respect of the applicable Redemption Notes pursuant to the terms and conditions thereof, which the Company or such Guarantor, as the case may be, cannot avoid by the use of reasonable measures available to it (including, without limitation, making payment through a Paying Agent located in another jurisdiction), as a result of: (1) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of any Relevant Taxing Jurisdiction affecting taxation which becomes effective on or after the Issue Date or, in the case of a Relevant Taxing Jurisdiction that arises after the Issue Date, subject the date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under this Indenture (or, in the case of a successor Person, after the date of assumption by the successor person of the obligations thereunder); or (2) any change in the official application, administration, or interpretation of the laws, regulations or rulings of any Relevant Taxing Jurisdiction (including a holding, judgment, or order by a court of competent jurisdiction), on or after the Issue Date or, in the case of a Relevant Taxing Jurisdiction has changed since the Issue Date, the date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under this Indenture (or, in the case of a successor Person, after the date of assumption by the successor person of the obligations thereunder) (each of the foregoing clauses (1) and (2), a “Change in Tax Law”). Notwithstanding the foregoing, the Company may not redeem the Notes under this provision if a Relevant Taxing Jurisdiction changes under this Indenture and the Company is obligated to pay Additional Amounts as a result of a Change in Tax Law of such Relevant Taxing Jurisdiction which was officially announced at the time the latter became a Relevant Taxing Jurisdiction. In the case of a Guarantor that becomes a party to this Indenture after the Issue Date or a successor person (including a surviving entity), the Change in Tax Law must become effective after the date that such entity (or another person organized or resident in the same jurisdiction) first makes a payment on the Notes. In the case of Additional Amounts required to be paid as a result of the Company conducting business in an Additional Taxing Jurisdiction, the Change in Tax Law must become effective after the date the Company begins to conduct the business giving rise to the withholding or deduction. Notwithstanding the foregoing, no such notice of redemption will be given (a) earlier than 90 days prior to the earliest date on which the Company or any Guarantor, would be obliged to make such payment of Additional Amounts or withholding if a payment in respect of the Notes or the relevant Guarantee, as the case may be, were then due and (b) unless at the time such notice is given, the obligation to pay Additional Amounts remains in effect. Prior to the mailing of any notice of redemption pursuant to the foregoing, the Company will deliver to each Trustee: (1) an Officers’ Certificate stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on November 1 of each of the years indicated in the table below: Year Percentage 2025 104.375% 2026 and thereafter 100.000% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date so to redeem all Notes have occurred (including that remain outstanding following such purchase at a redemption price equal obligation to the price offered to each other Holder (excluding any early tender or incentive fee) in pay such tender offer plus, to the extent Additional Amounts cannot included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but excluding, the date of such redemption. In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned be avoided by the Company or its Affiliates any Guarantor or by funds controlled or managed by any Affiliate surviving entity taking reasonable measures available to it); and (2) a written opinion of independent tax advisers of recognized standing qualified under the laws of the CompanyRelevant Taxing Jurisdiction and reasonably satisfactory to the Trustee to the effect that the Company or a Guarantor or surviving entity, as the case may be, is or would be obligated to pay such Additional Amounts as a result of a Change in Tax Law. The foregoing provisions shall apply mutatis mutandis to any successor thereofPerson, shall be deemed after such successor ▇▇▇▇▇▇ becomes a party to be outstanding for this Indenture, with respect to a Change in Tax Law occurring after the purposes of time such tender offersuccessor Person becomes a party to this Indenture. (f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Dateredemption date. (g) Any redemption pursuant to this Section 5.6 shall be made pursuant to the provisions of Sections 5.1 through 5.6.

Appears in 1 contract

Sources: Indenture (Sensata Technologies Holland, B.V.)

Optional Redemption. (a) At any time prior to November 1Except as set forth in subparagraph (b), 2025(c) and (d) of this Paragraph 5, the Company may shall not have the option to redeem the Notes in whole or in part, at its option, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address final maturity of such Holder appearing in the Notes Register, at a redemption price (expressed as a percentage of the principal amount of the Notes to be redeemed) equal to 100.000% plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding, the date of redemption (the “Redemption Date”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment dateNotes. (b) At any time and prior to March 15, 2010, the Notes will be subject to redemption, from time to time prior to November 1, 2025, and at the Company may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage of the principal amount of Notes to be redeemed) equal to 108.75%, plus accrued and unpaid interest, if any, to but excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company of one or more Equity Offerings option of the Company; provided that not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses (a) and (b) of this Section 5.6, the Notes shall not be redeemable at the Company’s option prior to November 1, 2025. (d) At any time and from time to time on or after November 1, 2025, the Company may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, notice mailed to each Holder of Notes to the be redeemed at such Holder’s address of such Holder appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000, at a redemption price equal to the greater of (1) 100% of their principal amount or (2) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to maturity on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Yield plus 50 basis points, plus in each case accrued but unpaid interest (including Special Interest) to but excluding the Redemption Date (subject to the rights of Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date). (c) At any time, or from time to time, prior to March 15 , 2008, up to 33?% in aggregate principal amount of the Notes Register originally issued under the Indenture shall be redeemable, at the option of the Company, from the net proceeds of one or more Public Offerings of Capital Stock (other than Redeemable Interests) of Allied, at a Redemption Price equal to 107.250 % of the principal amount thereof, together with accrued but unpaid interest to the Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date); provided that the notice of redemption with respect to any such redemption is mailed within 30 days following the closing of the corresponding Public Offering. (d) On or after March 15, 2010, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemedamount) set forth in the table below, below plus accrued and unpaid interest thereon(including Special Interest), if any, thereon, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment redemption date, if redeemed during the twelve-month period beginning on November 1 of each March 15 of the years indicated in the table below: Year Percentage 2025 104.3752010 103.625 % 2026 2011 102.417 % 2012 101.208 % 2013 and thereafter 100.000100.000 % (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but excluding, the date of such redemption. In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (g) Any redemption pursuant to this Section 5.6 shall be made pursuant to the provisions of Sections 5.1 through 5.6.

Appears in 1 contract

Sources: Supplemental Indenture (Allied Waste Industries Inc)

Optional Redemption. (a) At any time prior Prior to November 1, 2025the Par Call Date, the Company Issuers may redeem all or part of the Notes, after having sent a notice of redemption as described in Section 3.03 of the Original Indenture (except that, for the purposes of the Notes in whole or in partissued under the Twelfth Supplemental Indenture, at its option, such notice shall be required to be sent upon not less than 10 15 nor more than 45 days’ notice, rather than upon not less than 30 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register), at a redemption price equal to the greater of (expressed as a percentage i) 100% of the principal amount of Notes or (ii) the Notes sum of the present value at such redemption date of all remaining scheduled payments of principal and interest on such Note through the Par Call Date (excluding accrued but unpaid interest to be redeemed) the redemption date)), discounted to the date of redemption using a discount rate equal to 100.000% the Treasury Rate plus the Applicable Premium as of25 basis points, and plus, in each case, accrued and unpaid interest, if any, to but excludingnot including, the date of redemption (the “Redemption Date”)date, subject to the rights right of Holders holders of record on the relevant record date Record Date to receive interest due on the relevant interest payment dateInterest Payment Date. (b) At On or after the Par Call Date, the Notes may be redeemed at the Issuers’ option, at any time and in whole or from time to time prior to November 1in part, 2025, the Company may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage equal to 100% of the principal amount of the Notes to be being redeemed) equal to 108.75%, plus accrued and unpaid interest, if any, to to, but excludingnot including, the applicable Redemption Dateredemption date, subject to the right of Holders holders of record of the Notes on the relevant record date Record Date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company of one or more Equity Offerings of the Company; provided that not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses (a) and (b) of this Section 5.6, the Notes shall not be redeemable at the Company’s option prior to November 1, 2025. (d) At any time and from time to time on or after November 1, 2025, the Company may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on November 1 of each of the years indicated in the table below: Year Percentage 2025 104.375% 2026 and thereafter 100.000% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but excluding, the date of such redemption. In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Interest Payment Date. (g) Any redemption pursuant to this Section 5.6 shall be made pursuant to the provisions of Sections 5.1 through 5.6.

Appears in 1 contract

Sources: Supplemental Indenture (AerCap Holdings N.V.)

Optional Redemption. (a) At any time prior to November 1, 20252016 the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 108.500% of the principal amount, plus accrued and unpaid interest to the redemption date, with the net cash proceeds of one or more Equity Offerings of the Company (or of any Parent, to the extent such proceeds are contributed to the Company’s common equity capital); provided that: (1) at least 65% of the aggregate principal amount of the Initial Notes (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 90 days of the date of the closing of such Equity Offering or contribution. (b) At any time prior to November 1, 2016 the Company may redeem all or a part of the Notes in whole or in part, at its optionNotes, upon not less than 10 30 days’ nor more than 60 days’ prior notice, with a copy to the Trustee, notice mailed by first-class mail to each Holder Holder’s registered address or otherwise in accordance with the procedures of Notes to the address of such Holder appearing in the Notes RegisterDTC, at a redemption price (expressed as a percentage equal to 100% of the principal amount of the Notes to be redeemed) equal to 100.000% redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excludinginterest to, the date of redemption (the “Redemption Date”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (bc) At any time and from time to time prior to November 1, 2025, the Company may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage of the principal amount of Notes to be redeemed) equal to 108.75%, plus accrued and unpaid interest, if any, to but excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company of one or more Equity Offerings of the Company; provided that not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6[Reserved]. (cd) Except pursuant to clauses (aSection 5.7(a) and or (b) of this Section 5.6), the Notes shall not be redeemable at the Company’s option prior to November 1, 20252016. (de) At any time and from time to time on On or after November 1, 2025, 2016 the Company may redeem all or a part of the Notes, in whole or in part, Notes upon not less than 10 30 days’ nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemedamount) set forth in the table below, below plus accrued and unpaid interest thereon, if anyon the Notes redeemed, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment redemption date, if redeemed during the twelve-month period beginning on November 1 of each of the years indicated in the table below: Year Percentage 2025 104.375% 2026 and thereafter 100.000% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy subject to the Trustee, to each Holder rights of Notes to Holders on the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase relevant record date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to receive interest on the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but excluding, the date of such redemption. In determining whether the Holders of at least 90relevant interest payment date: 2016 104.250 % of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer.2017 102.125 % 2018 100.000 % (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Dateredemption date. (g) Any redemption pursuant to this Section 5.6 5.7 shall be made pursuant to the provisions of Sections 5.1 through 5.65.6 hereof.

Appears in 1 contract

Sources: Indenture (REV Group, Inc.)

Optional Redemption. (a) At any time prior Redemption at the Option of the Issuer with a Make-Whole Premium. Prior to November 1, 2025the Initial Call Date, the Company Issuer may redeem the New 2029 Second Out Notes at its option, in whole or in part, at its option, upon not less than 10 nor more than 60 days’ prior notice, with a copy any time and from time to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Registertime, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (i) (A) the sum of the present value at such redemption date of (i) the redemption price of the New 2029 Second Out Notes at the Initial Call Date plus (ii) all required interest payments thereon through the Initial Call Date (excluding accrued but unpaid interest to the redemption date) on a quarterly basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points less (B) interest accrued to the redemption date (the excess of such amount, if any, over the principal amount to be redeemed, the “Make-Whole Premium”); and (ii) 100% of the principal amount of the New 2029 Second Out Notes to be redeemed) equal to 100.000% plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding, the date of redemption (the “Redemption Date”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to November 1, 2025, the Company may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage of the principal amount of Notes to be redeemed) equal to 108.75%, plus accrued and unpaid interest, if any, to but excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company of one or more Equity Offerings of the Company; provided that not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses (a) and (b) of this Section 5.6, the Notes shall not be redeemable at the Company’s option prior to November 1, 2025. (d) At any time and from time to time on or after November 1, 2025, the Company may redeem the Notesplus, in whole or in parteither case, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereon, and additional amounts, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment redemption date, if redeemed during the twelve-month period beginning on November 1 of each of the years indicated in the table below: Year Percentage 2025 104.375% 2026 and thereafter 100.000% (e) . Notwithstanding the foregoing, in connection with any tender offer for the Notes, including Make-Whole Premium due upon a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ Bankruptcy Automatic Acceleration prior notice, with a copy to the TrusteeInitial Call Date shall be calculated for purposes of this ‎Section 3.07(a), to each Holder as of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but excluding, the date of such redemption. In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offerBankruptcy Automatic Acceleration. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (g) Any redemption pursuant to this Section 5.6 shall be made pursuant to the provisions of Sections 5.1 through 5.6.

Appears in 1 contract

Sources: Indenture (Azul Sa)

Optional Redemption. (a) At Subject to ‎Section 1.02 hereof, the provisions of Article 5 of the Base Indenture, as supplemented by the provisions of this Sixth Supplemental Indenture, shall apply to the Notes. (b) Prior to the Par Call Date, the Company may redeem some or all of the Notes, at any time prior and from time to November 1time, 2025upon not less than 10 nor more than 60 days’ notice (which notice will be mailed or electronically delivered (or otherwise transmitted in accordance with the Depositary’s procedures)), at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (A) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed discounted to the redemption date (assuming that the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points, less (B) interest accrued to the date of redemption; and (ii) 100% of the principal amount of the Notes to be redeemed. plus, in either case, accrued and unpaid interest thereon to, but excluding, the redemption date. (c) On or after the Par Call Date, the Company may redeem the Notes in whole or in part, at its optionany time and from time to time, upon not less than 10 nor more than 60 days’ prior notice, notice (which notice will be mailed or electronically delivered (or otherwise transmitted in accordance with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes RegisterDepositary’s procedures)), at a redemption price (expressed as a percentage equal to 100% of the principal amount of the Notes to be redeemed) equal to 100.000% being redeemed plus the Applicable Premium as of, and accrued and unpaid interestinterest thereon to, if any, to but excluding, the date of redemption date. (d) The Company’s actions and determinations in determining the “Redemption Date”redemption price shall be conclusive and binding for all purposes, absent manifest error. (e) Notwithstanding ‎Section 4.01‎(b), subject installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a redemption date for such Notes shall be payable on the Interest Payment Date to the rights registered Holders as of Holders the close of business on the relevant record date to receive interest due on in accordance with the relevant interest payment date. (b) At any time and from time to time prior to November 1, 2025, the Company may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address provisions of such Holder appearing in the Notes Register, redeem up to 40% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage of the principal amount of Notes to be redeemed) equal to 108.75%, plus accrued and unpaid interest, if any, to but excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company of one or more Equity Offerings of the Company; provided that not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses (a) and (b) of this Section 5.6, the Notes shall not be redeemable at the Company’s option prior to November 1, 2025. (d) At any time and from time to time on or after November 1, 2025, the Company may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on November 1 of each of the years indicated in the table below: Year Percentage 2025 104.375% 2026 and thereafter 100.000% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but excluding, the date of such redemptionIndenture. In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (f) Unless the Company defaults in the payment of the redemption priceprice and accrued interest, if any, for any Notes called for redemption pursuant to this ‎Section 4.01, on and after the redemption date, interest will shall cease to accrue on the such Notes or portions thereof called for redemption on the applicable Redemption Dateredemption. (gf) Any In the case of a partial redemption, selection of the Notes for redemption pursuant will be made pro rata, by lot or by such other method as the Trustee in its sole discretion deems appropriate and fair in accordance with the Depositary’s procedures and any applicable stock exchange’s procedures. No such Note of a principal amount of $2,000 or less will be redeemed in part. If any Note is to this Section 5.6 be redeemed in part only, the notice of redemption that relates to the Note will state the portion of the principal amount of the Note to be redeemed. Except in the case of Global Securities, a new Note in a principal amount equal to the unredeemed portion of the Note will be issued in the name of the holder of the Note upon surrender for cancellation of the original Note. In the case of Global Securities, so long as the Notes are held by The Depository Trust Company, Euroclear Bank SA/NV, as operator of the Euroclear System, and Clearstream Banking S.A. (or another Depositary), the redemption of the Notes shall be made pursuant to done in accordance with the provisions policies and procedures of Sections 5.1 through 5.6the applicable Depositary.

Appears in 1 contract

Sources: Sixth Supplemental Indenture (Flex Ltd.)

Optional Redemption. (a) At Except as set forth in the following two paragraphs, the Securities shall not be redeemable at the option of the Company prior to June 15, 2006. Thereafter, the Securities shall be redeemable at the option of the Company, in whole at any time prior to November 1, 2025, the Company may redeem the Notes in whole or in part, at its optionpart from time to time, upon on not less than 10 30 nor more than 60 days’ prior notice, with a copy to at the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at a following redemption price prices (expressed as a percentage of the principal amount of the Notes to be redeemed) equal to 100.000% amount), plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding, the redemption date of redemption (the “Redemption Date”), subject to the rights right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date. (b) At ), if redeemed during the 12-month period commencing on June 15 of the years set forth below: 2006 102.000 % 2007 101.000 % 2008 and thereafter 100.000 % In addition, prior to June 15, 2006, the Company may redeem the Securities at its option, in whole at any time and or in part from time to time prior to November 1, 2025, the Company may, on one or more occasionstime, upon not less than 10 30 nor more than 60 days’ prior notice, with a copy to the Trustee, notice mailed by first-class mail to each Holder of Notes to the address of such Holder appearing in the Notes RegisterHolder’s registered address, redeem up to 40% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage equal to 100% of the principal amount of Notes to be redeemed) equal to 108.75%the Securities redeemed plus the Applicable Premium as of, plus and accrued and unpaid interest, if any, to but excludinginterest to, the applicable Redemption Date, redemption date (subject to the right of the Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date). Notwithstanding the foregoing, with the net cash proceeds received by the Company of one or more Equity Offerings of the Company; provided that not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses (a) and (b) of this Section 5.6, the Notes shall not be redeemable at the Company’s option prior to November 1, 2025. (d) At any time and from time to time on or after November 1prior to June 15, 20252006, the Company may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at aggregate up to 35% of the redemption prices (expressed as percentages of original aggregate principal amount of the Notes Securities (calculated after giving effect to be redeemedany issuance of Additional Securities) set forth with the net cash proceeds of one or more Equity Offerings (1) by the Company or (2) by any direct or indirect parent of the Company, in each case, to the table belowextent the net cash proceeds thereof are contributed to the common equity capital of the Company or used to purchase Capital Stock (other than Disqualified Stock) of the Company from it, at a redemption price equal to 100% of the principal amount thereof, plus a premium equal to the interest rate per annum on this Note on the date on which notice of redemption was given, plus accrued and unpaid interest thereon, if anyinterest, to but excluding the applicable Redemption Date, redemption date (subject to the right of the Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date); provided, if redeemed during the twelve-month period beginning on November 1 of each however, that at least 65% of the years indicated in the table below: Year Percentage 2025 104.375% 2026 and thereafter 100.000% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in original aggregate principal amount of the Securities (calculated after giving effect to any issuance of Additional Securities) must remain outstanding Notes validly tender after each such redemption; and do not validly withdraw provided, further, that such Notes in redemption shall occur within 90 days after the date on which any such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right Equity Offering is consummated upon not less than 10 30 nor more than 60 days’ prior notice, with a copy to the Trustee, notice mailed to each Holder of Notes to Securities being redeemed and otherwise in accordance with the address of such Holder appearing procedures set forth in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but excluding, the date of such redemption. In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offerIndenture. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (g) Any redemption pursuant to this Section 5.6 shall be made pursuant to the provisions of Sections 5.1 through 5.6.

Appears in 1 contract

Sources: Indenture (Goodman Holding CO)

Optional Redemption. (a) At any time prior to November October 1, 20252022, the Company may redeem the Notes in whole or in part, at its option, upon not less than 10 30 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at a redemption price (expressed as a percentage of the principal amount of the Notes to be redeemed) equal to 100.000% plus the relevant Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding, the date of redemption (the “Redemption Date”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to November October 1, 20252022, the Company may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 4035.0% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage of the principal amount of Notes to be redeemed) equal to 108.75105.625%, plus accrued and unpaid interest, if any, to but excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds Net Cash Proceeds received by the Company Issuer of one or more Equity Offerings of the CompanyIssuer; provided that not less than 5060.0% of the original aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but redemption, excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, provided further that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.65.5. (c) Except pursuant to clauses (a) and (b) of this Section 5.6, the Notes shall will not be redeemable at the CompanyIssuer’s option prior to November October 1, 20252022. (d) At any time and from time to time on or after November October 1, 20252022, the Company Issuer may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on November October 1 of each of the years indicated in the table below: Year Percentage 2025 104.3752022 102.813 % 2026 2023 101.406 % 2024 and thereafter 100.000100.000 % (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 9090.0% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive feefee payable in a tender offer other than a Change of Control Offer of Asset Disposition Offer) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but excludingnot including, the date of such redemption. In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (f) Unless the Company Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (g) For the avoidance of doubt, the requirement to make any payment described in this Section 5.6 shall only arise in connection with the Issuer’s voluntary election, if any, to redeem Notes pursuant to the Optional Redemption provisions of this Indenture, and not in connection with any other payment, distribution, recovery or satisfaction in respect of the Notes, including in the case of a default, voluntary or otherwise. (h) Any redemption pursuant to this Section 5.6 shall be made pursuant to the provisions of Sections 5.1 through 5.65.5.

Appears in 1 contract

Sources: Indenture (Carvana Co.)

Optional Redemption. (a) Except as provided in this paragraph (5), the Notes will not be redeemable at the Company’s option prior to February 15, 2027. (b) At any time prior to November 1February 15, 20252027, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes in whole or in part, at its optionissued under the Indenture, upon not less than 10 days’ nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at a redemption price (expressed as a percentage equal to 106.250% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to be the redemption date (subject to the rights of holders of Notes on the relevant record date to receive interest on the relevant interest payment date) with an amount not to exceed the net cash proceeds of one or more Equity Offerings of the Company consummated after the Issue Date; provided that: (i) at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (unless all such Notes are otherwise repurchased or redeemed); and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (c) At any time prior to February 15, 2027, the Company may on any one or more occasions redeem all or a part of the Notes upon not less than 10 days’ nor more than 60 days’ notice, at a redemption price equal to 100.000100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding, the date of redemption (the “Redemption Date”)redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to November 1, 2025, the Company may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder holders of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage of the principal amount of Notes to be redeemed) equal to 108.75%, plus accrued and unpaid interest, if any, to but excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with . The Company shall notify the net cash proceeds received by the Company of one or more Equity Offerings Trustee of the Company; provided that not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately Applicable Premium promptly after the occurrence of each such redemption (including Additional Notes but excluding Notes held by calculation, and the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses (a) and (b) of this Section 5.6, the Notes shall not be redeemable at the Company’s option prior to November 1, 2025responsible for such calculation. (d) At any time and from time to time on On or after November 1February 15, 20252027, the Company may on any one or more occasions redeem all or a part of the Notes, in whole or in part, upon not less than 10 days’ nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages a percentage of principal amount of the Notes to be redeemedNotes) set forth in the table below, plus accrued and unpaid interest thereoninterest, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment redemption date, if redeemed during the twelve-month period beginning on November 1 of each February 15 of the years indicated in the table below: Year Percentage 2025 104.3752027 103.125% 2026 2028 101.563% 2029 and thereafter 100.000% (e) % If an optional redemption date is on or after an interest record date and on or before the related interest payment date, the accrued and unpaid interest, if any, will be paid to the Persons in whose name the Notes are registered at the close of business on such record date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. Notwithstanding the foregoing, in connection with any tender offer for the NotesNotes (including, including a without limitation, any Change of Control Offer or Asset Disposition Net Proceeds Offer), if Holders of not less than 90% in aggregate principal amount of the outstanding Notes are validly tender tendered and do not validly withdraw such Notes withdrawn in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holderswithdrawn, the Company or such third party shall will have the right upon not less than 10 days’ nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 10 days following such purchase date date, to redeem (and the Holders of the remaining Notes shall be deemed to have agreed to surrender) all Notes that remain outstanding following such purchase at a redemption price equal to the applicable price offered to each other Holder in such offer (excluding any early tender premium or incentive fee) in such tender offer plusconsent payment), to the extent not included in the tender offer payment, plus accrued and unpaid interest, if any, thereon, to to, but excluding, the date of such redemption. In determining whether the Holders The Company or any of its Restricted Subsidiaries may at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered any time and not validly withdrawn such from time to time purchase Notes in a tender offer, including a Change of Control Offer the open market or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (f) otherwise. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Dateredemption date. (g) Any redemption pursuant to this Section 5.6 shall be made pursuant to the provisions of Sections 5.1 through 5.6.

Appears in 1 contract

Sources: Indenture (Post Holdings, Inc.)

Optional Redemption. (a) At any time prior to November 1March 15, 20252027, the Company may redeem all or a part of the Notes in whole or in part, at its option, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes RegisterNotes, at a redemption price (expressed as a percentage equal to 100% of the principal amount of the Notes to be redeemed) equal to 100.000% redeemed plus the Applicable Premium as of, and plus accrued and unpaid interest, if any, on the Notes redeemed, to but excluding, the redemption date of redemption (the “Redemption Date”), subject to the rights right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time time, in connection with any tender offer or other offer to purchase any series of Notes (including pursuant to a Change of Control Offer or Asset Sale Offer), if not less than 90% in aggregate principal amount of the outstanding Notes of such series validly tender and from time do not withdraw such Notes in such offer, all of the holders of such series of Notes will be deemed to time prior have consented to November 1, 2025such tender or other offer and accordingly, the Company may, on one or more occasionsany third party purchasing or acquiring the Notes in lieu of the Company will have the right, upon not less than 10 nor more than 60 days’ prior notice, with given not more than 60 days following such purchase, to redeem all Notes of such series that remain outstanding following such purchase at a copy price equal to the Trusteeprice paid to holders in such purchase, to each Holder of plus accrued and unpaid interest, if any, on such Notes to (but not including) the address Redemption Date (subject to the right of such Holder appearing holders of record on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the redemption date). (c) At any time and from time to time on or prior to March 15, 2027, the Company may redeem in the Notes Register, redeem aggregate up to 40% of the original aggregate principal amount of the Notes issued under this Indenture on the Issue Date (together with calculated after giving effect to any issuance of Additional Notes) with the net cash proceeds of one or more Subsequent Equity Offerings (1) by the Company or (2) by any direct or indirect parent of the Company to the extent the net cash proceeds thereof are contributed to the common equity capital of the Company or used to purchase Capital Stock (other than Disqualified Stock) of the Company from it, at a redemption price (expressed as a percentage of the principal amount thereof) of Notes to be redeemed) equal to 108.75110.750%, plus accrued and unpaid interest, if any, interest to but excluding, the applicable Redemption Date, redemption date (subject to the right of Holders holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date); provided, with the net cash proceeds received by the Company of one or more Equity Offerings of the Company; provided that not less than however, that (1) at least 50% of the original aggregate principal amount of the then-Notes (calculated after giving effect to any issuance of Additional Notes) must remain outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption redemption; and (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, 2) that each such redemption occurs not later than shall occur within 180 days after the date on which any such Subsequent Equity Offering is consummated upon not less than ten nor more than 60 days’ notice mailed by first-class mail to each holder of closing of Notes being redeemed and otherwise in accordance with the related Equity Offering. The Trustee shall select the Notes to be purchased procedures set forth in the manner described under Sections 5.1 through 5.6this Indenture. (cd) Except pursuant to clauses the preceding paragraphs (a) and through (b) of this Section 5.6c), the Notes shall will not be redeemable at the Company’s option prior to November 1March 15, 20252027. (de) At any time On and from time to time on or after November 1March 15, 20252027, the Company may may, at its option, on one or more occasions, redeem the Notes, in whole all or in part, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder portion of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of the aggregate principal amount of the Notes to be redeemedthereof) set forth in the table below, plus accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on November 1 of each of the years indicated in the table below: Year Percentage 2025 104.375% 2026 and thereafter 100.000% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereonon the Notes redeemed, to but excludingthe Redemption Date, if redeemed during the date of such redemption. In determining whether the Holders of at least 90% 12-month period beginning on March 15 of the aggregate principal amount of the outstanding Notes have validly tendered years indicated below: Year Percentage 2027 105.375 % 2028 102.688 % 2029 and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer.thereafter 100.000 % (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (g) Any redemption pursuant to this Section 5.6 3.07 shall be made pursuant to the provisions of Sections 5.1 3.01 through 5.63.06 hereof. (g) Notice of any redemption (including with net cash proceeds of a Subsequent Equity Offering) may, at the Company’s discretion, be subject to one or more conditions precedent, including, without limitation, the consummation of an incurrence or issuance of debt or equity or a Change of Control. If any Notes are listed on an exchange, and the rules of such exchange so require, the Company will notify the exchange of any such notice of redemption. In addition, the Company will notify the exchange of the principal amount of any Notes outstanding following any partial redemption of Notes. If any condition precedent has not been satisfied, the Company shall, for informational purposes, provide written notice to the Trustee by 10 A.M., New York City time, on the Redemption Date, stating that such condition has not been satisfied, the notice of redemption is rescinded or delayed and the redemption shall not occur or shall be delayed.

Appears in 1 contract

Sources: Indenture (Sabre Corp)

Optional Redemption. (a) At any time prior Prior to November 1, 2025the Par Call Date, the Company Issuers may redeem all or part of the Notes, after having sent a notice of redemption as described in Section 3.03 of the Original Indenture (except that, for the purposes of the Notes in whole or in partissued under this Seventeenth Supplemental Indenture, at its option, such notice shall be required to be sent upon not less than 10 15 nor more than 45 days’ notice, rather than upon not less than 30 days nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register), at a redemption price (expressed as a percentage of the principal amount of the Notes to be redeemed) equal to 100.000the greater of (i) 100% plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding, the date of redemption (the “Redemption Date”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to November 1, 2025, the Company may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage of the principal amount of Notes and (ii) the sum of the present value at such redemption date of all remaining scheduled payments of principal and interest on such Note through the Par Call Date (excluding accrued but unpaid interest to be redeemed) the redemption date), discounted to the date of redemption using a discount rate equal to 108.75%the Treasury Rate plus 25 basis points, plus accrued and unpaid interest, if any, to to, but excludingnot including, the applicable Redemption Dateredemption date, subject to the right of Holders holders of record of the Notes on the relevant record date Record Date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company of one or more Equity Offerings of the Company; provided that not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6Interest Payment Date. (c) Except pursuant to clauses (a) and (b) of this Section 5.6On or after the Par Call Date, the Notes shall not may be redeemable redeemed at the Company’s option prior to November 1Issuers’ option, 2025. (d) At at any time and in whole or from time to time on or after November 1, 2025, the Company may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on November 1 of each of the years indicated in the table below: Year Percentage 2025 104.375% 2026 and thereafter 100.000% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to 100% of the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plusprincipal amount of the Notes being redeemed, to the extent not included in the tender offer payment, plus accrued and unpaid interest, if any, thereonto, to but excludingnot including, the date redemption date, subject to the right of such redemption. In determining whether the Holders holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue record on the Notes or portions thereof called for redemption relevant Record Date to receive interest due on the applicable Redemption relevant Interest Payment Date. (g) Any redemption pursuant to this Section 5.6 shall be made pursuant to the provisions of Sections 5.1 through 5.6.

Appears in 1 contract

Sources: Seventeenth Supplemental Indenture (AerCap Holdings N.V.)

Optional Redemption. (a) At any time prior Prior to November 1, 2025the Par Call Date, the Company Issuers may redeem all or part of the Notes, after having sent a notice of redemption as described in Section 3.03 of the Original Indenture (except that, for the purposes of the Notes in whole or in partissued under the Sixteenth Supplemental Indenture, at its option, such notice shall be required to be sent upon not less than 10 15 nor more than 45 days’ notice, rather than upon not less than 30 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register), at a redemption price (expressed as a percentage of the principal amount of the Notes to be redeemed) equal to 100.000the greater of (i) 100% plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding, the date of redemption (the “Redemption Date”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to November 1, 2025, the Company may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage of the principal amount of Notes or (ii) the sum of the present value at such redemption date of all remaining scheduled payments of principal and interest on such Note through the Par Call Date (excluding accrued but unpaid interest to be redeemed) the redemption date)), discounted to the date of redemption using a discount rate equal to 108.75%the Treasury Rate plus 25 basis points, plus accrued and unpaid interest, if any, to but excludingnot including, the applicable Redemption Dateredemption date, subject to the right of Holders holders of record of the Notes on the relevant record date Record Date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company of one or more Equity Offerings of the Company; provided that not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6Interest Payment Date. (c) Except pursuant to clauses (a) and (b) of this Section 5.6On or after the Par Call Date, the Notes shall not may be redeemable redeemed at the Company’s option prior to November 1Issuers’ option, 2025. (d) At at any time and in whole or from time to time on or after November 1, 2025, the Company may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on November 1 of each of the years indicated in the table below: Year Percentage 2025 104.375% 2026 and thereafter 100.000% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to 100% of the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plusprincipal amount of the Notes being redeemed, to the extent not included in the tender offer payment, plus accrued and unpaid interest, if any, thereonto, to but excludingnot including, the date redemption date, subject to the right of such redemption. In determining whether the Holders holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue record on the Notes or portions thereof called for redemption relevant Record Date to receive interest due on the applicable Redemption relevant Interest Payment Date. (g) Any redemption pursuant to this Section 5.6 shall be made pursuant to the provisions of Sections 5.1 through 5.6.

Appears in 1 contract

Sources: Supplemental Indenture (AerCap Holdings N.V.)

Optional Redemption. (a) At any time On at least 5 days but no more than 60 days prior written notice delivered to November 1, 2025the holders of the Notes, the Company may redeem the Notes in whole or whole, but not in part, at its optionduring the three months prior to and including the Reset Date, upon not less than 10 nor more than 60 days’ subject to obtaining the prior notice, with a copy approval of the Federal Reserve to the Trustee, to each Holder extent such approval is then required under the rules of Notes to the address of such Holder appearing in the Notes RegisterFederal Reserve, at a redemption price (expressed as a percentage of the principal amount of the Notes to be redeemed) equal to 100.000% plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding, the date of redemption (the “Redemption Date”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to November 1, 2025, the Company may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage of the principal amount of Notes to be redeemed) equal to 108.75%, plus accrued and unpaid interest, if any, to but excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company of one or more Equity Offerings of the Company; provided that not less than 50100% of the aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after (the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries“Redemption Price”), unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses (a) and (b) of this Section 5.6, the Notes shall not be redeemable at the Company’s option prior to November 1, 2025. (d) At any time and from time to time on or after November 1, 2025, the Company may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Dateto, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on November 1 of each of the years indicated in the table below: Year Percentage 2025 104.375% 2026 and thereafter 100.000% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but excluding, the date Redemption Date. The Company shall provide written notice to the Trustee of such redemption. In determining whether the Holders of any redemption at least 9015 days prior to the Redemption Date (unless a shorter notice is satisfactory to the Trustee). The Company may also redeem the Notes, in whole or in part, on or after May 18, 2039 (six months prior to the Maturity Date), at any time and from time to time, subject to obtaining the prior approval of the Federal Reserve to the extent such approval is then required under the rules of the Federal Reserve, at a Redemption Price equal to 100% of the aggregate principal amount of the outstanding Notes have validly tendered Notes, plus accrued and not validly withdrawn such Notes in a tender offerunpaid interest thereon, including a Change of Control Offer or Asset Disposition Offerif any, Notes owned by to, but excluding, the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (ga) Any redemption pursuant to this Section 5.6 shall The Notes may not otherwise be made pursuant redeemed prior to the provisions Maturity Date, except that on at least 5 days but no more than 60 days prior written notice delivered to the holders of the Notes, the Company may also, at its option and subject to any prior required approval of the Federal Reserve to the extent such approval is then required under the rules of the Federal Reserve, redeem the Notes, in whole, but not in part, at a Redemption Price equal to 100% of the principal amount of the Notes plus accrued and unpaid interest to, but excluding, the Redemption Date, within 90 days of the occurrence of a Tax Event, Tier 2 Capital Event or a 1940 Act Event. (b) The Company shall provide the notice to the holders of the Notes, referenced above in Sections 5.1 through 5.6.3.01(a) and 3.01(b), by first class mail, postage prepaid, or electronic transmission, addressed to the holders of the Notes (which, in the case of registered global Notes, will be DTC or its nominee or a nominee of Euroclear and Clearstream). Each such notice of redemption will state: (i) the Redemption Date; (ii) the Redemption Price;

Appears in 1 contract

Sources: Third Supplemental Indenture (Huntington Bancshares Inc /Md/)

Optional Redemption. (a) At any time prior to November 1October 15, 20252023, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes in whole or in part, at its optionissued under this Indenture, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at a redemption price (expressed as a percentage equal to 105.000% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption (subject to be redeemedthe rights of Holders of Notes on a relevant record date to receive interest on an interest payment date occurring on or prior to the redemption date) with the net cash proceeds of an Equity Offering; provided that: (1) at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company, any direct or indirect parent of the Company and its Affiliates) remains outstanding immediately after the occurrence of such redemption, unless all such Notes are redeemed substantially concurrently; and (2) the redemption occurs within 180 days of the date of the closing of such Equity Offering. (b) At any time prior to October 15, 2023, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ notice, at a redemption price equal to 100.000100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to to, but excluding, the date of applicable redemption (the “Redemption Date”)date, subject to the rights of Holders on the a relevant record date to receive interest due on the relevant an interest payment date occurring on or prior to the redemption date. Promptly after the calculation of the redemption price under this clause (b), the Company shall give the Trustee notice thereof and the Trustee shall have no responsibility for such calculation. (c) Except pursuant to the preceding paragraphs (a) and (b) At any time and from time to time ), the Notes will not be redeemable at the Company’s option prior to November 1October 15, 20252023. (d) On or after October 15, 2023, the Company may, may on any one or more occasionsoccasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, with a copy to at the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price prices (expressed as a percentage percentages of the principal amount of Notes to be redeemedamount) equal to 108.75%set forth below, plus accrued and unpaid interest, if any, to on the Notes redeemed, to, but excluding, the applicable Redemption Dateredemption date, if redeemed during the 12-month period beginning on October 15 of each of the years indicated below, subject to the right rights of Holders of record of the Notes on the a relevant record date to receive interest due on the relevant an interest payment date, with the net cash proceeds received by the Company of one date occurring on or more Equity Offerings of the Company; provided that not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses (a) and (b) of this Section 5.6, the Notes shall not be redeemable at the Company’s option prior to November 1, 2025. (d) At any time and from time to time on or after November 1, 2025, the Company may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on November 1 of each of the years indicated in the table below: Year Percentage 2023 102.500 % 2024 101.250 % 2025 104.375% 2026 and thereafter 100.000100.000 % (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Sale Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall will have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date date, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to to, but excluding, the date of such redemption. In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Dateredemption date. (g) Any redemption pursuant to this Section 5.6 3.07 shall be made pursuant to the provisions of Sections 5.1 3.01 through 5.63.06 hereof. In connection with any redemption of Notes pursuant to this Section 3.07 (including with the net cash proceeds of an Equity Offering), any such redemption may, at the Company’s discretion, be given prior to the completion of a transaction (including an Equity Offering, an incurrence of Indebtedness, a Change of Control or other transaction) and any redemption notice may, at the Company’s discretion, be subject to one or more conditions precedent including, but not limited to, completion of a related transaction, and may include multiple amounts of notes that may be redeemed and the conditions precedent applicable to such amounts. If such redemption or purchase is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and if applicable, shall state that, in the Company’s discretion, the redemption date may be delayed until such time (including more than 60 days after the date the notice of redemption was mailed or delivered, including by electronic transmission) as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date, or by the redemption date as so delayed. In addition, the Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person. (h) If the optional redemption date is on or after a record date and on or before the corresponding interest payment date, the accrued and unpaid interest to, but excluding, the redemption date will be paid on the redemption date to the Holder in whose name the Note is registered at the close of business on such record date in accordance with the applicable procedures of DTC, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company.

Appears in 1 contract

Sources: Indenture (Acadia Healthcare Company, Inc.)

Optional Redemption. (a) At any time prior to November 1September 15, 20252012, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes in whole or in part, at its optionissued under this Indenture, upon not less than 10 30 nor more than 60 days’ prior ' notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at a redemption price (expressed as a percentage equal to 114.250% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to be redeemedthe date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds from one or more Equity Offerings; provided that: (1) at least 65% of the aggregate principal amount of Initial Notes (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to September 15, 2012, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days' notice, at a redemption price equal to 100.000100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excludingto, the applicable date of redemption (the “Redemption Date”)redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to subsections (a) and (b) At any time and from time to time of this Section 3.07, the Notes will not be redeemable at the Company's option prior to November 1September 15, 20252012. (d) On or after September 15, 2012, the Company may, may on any one or more occasionsoccasions redeem all or a part of the Notes, upon not less than 10 30 nor more than 60 days’ prior ' notice, with a copy to at the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price prices (expressed as a percentage percentages of the principal amount of Notes to be redeemedamount) equal to 108.75%set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to but excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company of one or more Equity Offerings of the Company; provided that not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses (a) and (b) of this Section 5.6, the Notes shall not be redeemable at the Company’s option prior to November 1, 2025. (d) At any time and from time to time on or after November 1, 2025, the Company may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment dateredemption, if redeemed during the twelve-month period beginning on November 1 of each September 15 of the years indicated in below, subject to the table belowrights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2025 104.375---- ---------- 2012 107.1250% 2026 2013 103.5625% 2014 and thereafter 100.000% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but excluding, the date of such redemption. In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Dateredemption date. (ge) Any redemption pursuant to this Section 5.6 3.07 shall be made pursuant to the provisions of Sections 5.1 3.01 through 5.63.06 hereof.

Appears in 1 contract

Sources: Indenture (Unisys Corp)

Optional Redemption. (a) At any time prior and from time to November 1, 2025time before the Par Call Date, the Company may redeem the Notes 2053 Notes, in whole or in part, at its the Company’s option, upon not less than 10 nor more than 60 days’ prior notice, with at a copy price equal to the Trusteegreater of: (1) 100% of the aggregate principal amount of any 2053 Notes being redeemed, to each Holder and (2) the sum of Notes the present values of the applicable Remaining Scheduled Payments discounted to the address Redemption Date on a semi-annual basis (assuming a 360-day year consisting of such Holder appearing twelve 30-day months or, in the Notes Registercase of an incomplete month, the number of days elapsed) at a redemption price (expressed as a percentage of the Treasury Rate, plus 50 basis points, together with, in each case, accrued and unpaid interest on the principal amount of the 2053 Notes to be redeemed) equal to 100.000% plus the Applicable Premium as ofredeemed to, and accrued and unpaid interest, if any, to but excluding, the date of redemption (the “Redemption Date”). On or after the Par Call Date of the 2053 Notes, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (b) At 2053 Notes will be redeemable in whole at any time and or in part, from time to time prior to November 1time, 2025, at the Company may, on one or more occasionsCompany’s option, upon not less than at least 10 nor days’ but no more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage equal to 100% of the principal amount of the 2053 Notes to be redeemed) equal to 108.75%, plus accrued and unpaid interest, if any, to but excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company of one or more Equity Offerings of the Company; provided that not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses (a) and (b) of this Section 5.6, the Notes shall not be redeemable at the Company’s option prior to November 1, 2025. (d) At any time and from time to time on or after November 1, 2025, the Company may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereonthereon to, if anybut excluding, to but excluding the applicable Redemption Date. The 2053 Notes are also redeemable by the Company, subject to the right of Holders of record in whole but not in part, at 100% of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on November 1 of each of the years indicated in the table below: Year Percentage 2025 104.375% 2026 and thereafter 100.000% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding 2053 Notes validly tender plus any accrued and do not validly withdraw such Notes in such tender offer and unpaid interest to the Redemption Date (including any Additional Amounts) at the Company’s option at any time prior to their maturity if, or any third party making such tender offer due to a Change in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, Tax Law: (i) the Company or such third party shall have any Guarantor, in accordance with the right upon not less than 10 nor more than 60 days’ prior noticeSupplemental Indenture No. 19, with a copy has, or would, become obligated to the Trustee, pay any Additional Amounts to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but excluding, the date of such redemption. In determining whether the Holders of at least 90% the 2053 Notes; (ii) in the case of any Guarantor, (A) the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offerParent would be unable, including a Change of Control Offer or Asset Disposition Offerfor reasons outside its control, Notes owned to procure payment by the Company or its Affiliates any other Guarantor or (B) the procuring of such payment by funds controlled the Company and each such other Guarantor would be subject to withholding taxes imposed by a Relevant Taxing Jurisdiction; and (iii) such obligation cannot otherwise be avoided by such Guarantor, the Parent or managed by any Affiliate of the Company, or any successor thereof, shall be deemed taking reasonable measures available to be outstanding for the purposes of such tender offerit. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (g) Any redemption pursuant to this Section 5.6 shall be made pursuant to the provisions of Sections 5.1 through 5.6.

Appears in 1 contract

Sources: Supplemental Indenture (British American Tobacco p.l.c.)

Optional Redemption. (a) At any time prior Prior to November 1, 2025the Applicable Par Call Date, the Company may redeem the any series of Notes at its option, in whole or in part, at its option, upon not less than 10 nor more than 60 days’ prior notice, with a copy any time and from time to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Registertime, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (A) 100% of the principal amount of the Notes to be redeemed; and (B) equal (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to 100.000% plus the redemption date (assuming such Notes matured on the Applicable Premium as ofPar Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30- day months) at the Treasury Rate plus 20 basis points with respect to the 2030 Notes, 25 basis points with respect to the 2032 Notes and 25 basis points with respect to the 2035 Notes, less (b) interest accrued and unpaid interest, if any, to but excluding, the date of redemption (the “Redemption Date”), subject thereon to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to November 1, 2025, the Company may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage of the principal amount of Notes to be redeemed) equal to 108.75%, plus accrued and unpaid interest, if any, to but excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company of one or more Equity Offerings of the Company; provided that not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses (a) and (b) of this Section 5.6, the Notes shall not be redeemable at the Company’s option prior to November 1, 2025. (d) At any time and from time to time on or after November 1, 2025, the Company may redeem the Notesplus, in whole or in part, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on November 1 of each of the years indicated in the table below: Year Percentage 2025 104.375% 2026 and thereafter 100.000% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer paymentcase, accrued and unpaid interest, if any, thereonthereon to, to but excludingnot including, the date of such redemption. In determining whether addition, on or after the Holders Applicable Par Call Date, the Company may redeem any series of Notes at least 90its option, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the aggregate principal amount of such series of Notes, plus accrued and unpaid interest to, but not including, the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offerredemption date. Notice of any redemption will be mailed (or, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (f) Unless the Company defaults in the payment case of Notes held in book-entry form, be transmitted electronically in accordance with the Depositary’s procedures) at least 10 days but not more than 60 days before the redemption price, interest will cease date to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (g) Any redemption pursuant to this Section 5.6 shall be made pursuant to the provisions of Sections 5.1 through 5.6.each Holder of

Appears in 1 contract

Sources: First Supplemental Indenture (Paychex Inc)

Optional Redemption. (a) At any time prior to November 1March 15, 20252026, the Company Issuer may redeem the Notes in whole or in part, at its their option, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at a redemption price (expressed as a percentage of the principal amount of the Notes to be redeemed) equal to 100.000% plus the relevant Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding, the date of redemption (the “Redemption Date”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to November 1March 15, 20252026, the Company Issuer may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 4040.0% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage of the principal amount of Notes to be redeemed) equal to 108.75108.625%, plus accrued and unpaid interest, if any, to but excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company Issuer of one or more Equity Offerings of the CompanyIssuer; provided that not less than 5050.0% of the original aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company Issuer or any of its their Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, provided further that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses (a) and (b) of this Section 5.65.7, the Notes shall will not be redeemable at the CompanyIssuer’s option prior to November 1March 15, 20252026. (d) At any time and from time to time on or after November 1March 15, 20252026, the Company Issuer may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month twelve‑month period beginning on November 1 March 15 of each of the years indicated in the table below: Year Percentage 2025 104.3752026 104.313 % 2026 2027 102.156 % 2028 and thereafter 100.000100.000 % (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer, Collateral Asset Disposition Offer or Asset Disposition Offer, if Holders of not less than 9090.0% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the CompanyIssuer, or any third party making such tender offer in lieu of the CompanyIssuer, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company Issuer or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but excluding, the date of such redemption. In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (f) Unless the Company defaults Issuer default in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (g) Any redemption pursuant to this Section 5.6 5.7 shall be made pursuant to the provisions of Sections Section 5.1 through 5.6.

Appears in 1 contract

Sources: Indenture (Frontier Communications Parent, Inc.)

Optional Redemption. (a) At any time prior to November August 1, 20252027, the Company may redeem the Notes in whole or in part, at its option, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at a redemption price (expressed as a percentage of the principal amount of the Notes to be redeemedNotes) equal to 100.000% plus the relevant Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding, the date of redemption (the “Redemption Date”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to November August 1, 20252027, the Company may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of Notes with the original aggregate principal amount of Notes issued under this Indenture on net cash proceeds received by the Issue Date (together with Additional Notes) Company from any Equity Offering at a redemption price (expressed as a percentage of the principal amount of such Notes to be redeemed) equal to 108.75105.875%, plus accrued and unpaid interest, if any, to to, but excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company of one or more Equity Offerings in an aggregate principal amount for all such redemptions not to exceed 40% of the Companyaggregate principal amount of the Notes issued under this Indenture on the Issue Date (together with Additional Notes); provided that in each case the redemption takes place not later than 180 days after the closing of the related Equity Offering; provided, further, that not less than 50% of the original aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption thereafter (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 ‎5.1 through 5.6‎5.5. (c) Except pursuant to clauses (a‎‎Section 5.6(a) and (b) of this Section 5.6‎Section 5.6(b), the Notes shall will not be redeemable at the Company’s option prior to November August 1, 20252027. (d) At any time and from time to time on or after November August 1, 20252027, the Company may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on November August 1 of each of the years indicated in the table below: Year Percentage 2025 104.3752027 102.938% 2026 2028 101.469% 2029 and thereafter 100.000% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer, Collateral Asset Disposition Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date date, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to to, but excluding, the date of such redemption. In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (g) Any redemption pursuant to this Section ‎Section 5.6 shall be made pursuant to the provisions of Sections 5.1 ‎5.1 through 5.6‎5.5.

Appears in 1 contract

Sources: Indenture (Ryan Specialty Holdings, Inc.)

Optional Redemption. (a) At Except as set forth in the following two paragraphs, the Notes shall not be redeemable at the option of the Issuer prior to June 15, 2011. Thereafter, the Notes shall be redeemable at the option of the Issuer, in whole at any time prior to November 1, 2025, the Company may redeem the Notes in whole or in part, at its optionpart from time to time, upon not less than 10 30 nor more than 60 days’ prior notice, with a copy to at the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at a following redemption price prices (expressed as a percentage of the principal amount of the Notes to be redeemed) equal to 100.000% amount), plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding, the redemption date of redemption (the “Redemption Date”), subject to the rights right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date. (b) At ), if redeemed during the 12-month period commencing on June 15 of the years set forth below: 2011 104.625 % 2012 103.125 % 2013 101.625 % 2014 and thereafter 100.000 % In addition, prior to June 15, 2011, the Issuer may redeem the Notes, at its option, in whole at any time and or in part from time to time prior to November 1, 2025, the Company may, on one or more occasionstime, upon not less than 10 30 nor more than 60 days’ prior notice, with a copy to the Trustee, notice mailed by first-class mail to each Holder of Notes to the address of such Holder appearing in the Notes RegisterHolder’s registered address, redeem up to 40% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage equal to 100% of the principal amount of the Notes to be redeemed) equal to 108.75%redeemed plus the Applicable Premium as of, plus and accrued and unpaid interest, if any, to but excludingto, the applicable Redemption Date, redemption date (subject to the right of the Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date). Notwithstanding the foregoing, with the net cash proceeds received by the Company of one or more Equity Offerings of the Company; provided that not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses (a) and (b) of this Section 5.6, the Notes shall not be redeemable at the Company’s option prior to November 1, 2025. (d) At any time and from time to time on or after November 1prior to June 15, 20252009, the Company Issuer may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at aggregate up to 35% of the redemption prices (expressed as percentages of aggregate principal amount of the Notes (calculated after giving effect to be redeemedany issuance of Additional Notes) set forth with the net cash proceeds of one or more Equity Offerings by the Issuer or by any Parent of the Issuer, in each case, to the table belowextent the net cash proceeds thereof are contributed to the common equity capital of the Issuer or used to purchase Capital Stock (other than Disqualified Stock) of the Issuer from it, or from the cash contribution of equity capital to the Issuer, at a redemption price equal to 109.25% of the principal amount thereof, plus accrued and unpaid interest thereonand additional interest, if any, to but excluding the applicable Redemption Date, redemption date (subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date); provided, if redeemed during the twelve-month period beginning on November 1 of each however, that at least 65% of the years indicated in the table below: Year Percentage 2025 104.375% 2026 and thereafter 100.000% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) must remain outstanding Notes validly tender after each such redemption; and do not validly withdraw provided, further, that such Notes in redemption shall occur within 90 days after the date on which any such tender offer and Equity Offering or cash contribution of equity capital to the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right Issuer is consummated upon not less than 10 30 nor more than 60 days’ notice mailed to each holder of Notes being redeemed and otherwise in accordance with the procedures set forth in the Indenture. Notice of any redemption may be given prior notice, with a copy to the Trusteecompletion thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to each Holder of Notes to the address of such Holder appearing one or more conditions precedent, including, but not limited to, in the Notes Registercase of any Equity Offering, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but excluding, the date of such redemption. In determining whether the Holders of at least 90% completion of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offerrelated Equity Offering. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (g) Any redemption pursuant to this Section 5.6 shall be made pursuant to the provisions of Sections 5.1 through 5.6.

Appears in 1 contract

Sources: Indenture (Intelsat CORP)

Optional Redemption. (a) At any time prior to November June 1, 20252021, the Company Issuer may redeem all or a part of the Notes in whole or in part, at its optionNotes, upon not less than 10 30 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at a redemption price (expressed as a percentage equal to 100% of the principal amount of the Notes to be redeemed) equal to 100.000% redeemed plus the Applicable Premium as of, and accrued and unpaid interest, and Additional Interest, if any, to but excluding, not including the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant record date Record Date to receive interest due on the relevant interest payment dateInterest Payment Date. (b) At any time and from time Prior to time prior to November June 1, 20252019, the Company Issuer may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Registerat its option, redeem up to 40% of the original sum of the aggregate principal amount of all Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage equal to 104.750% of the aggregate principal amount of Notes to be redeemed) equal to 108.75%thereof, plus accrued and unpaid interest, and Additional Interest, if any, to but excluding, not including the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date Record Date to receive interest due on the relevant interest payment dateInterest Payment Date, with the net cash proceeds received by the Company of one or more Equity Offerings of the CompanyIssuer or any direct or indirect parent of the Issuer to the extent such net proceeds are contributed to the Issuer; provided that not less than at least 50% of the sum of the aggregate principal amount of the then-outstanding Notes originally issued under this Indenture and any Additional Notes issued under this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that and each such redemption occurs not later than 180 within 90 days after of the date of closing of the related each such Equity Offering. The Trustee shall select Notice of any redemption upon any Equity Offering may be given prior to the Notes to be purchased in the manner described under Sections 5.1 through 5.6redemption thereof. (c) Except pursuant to clauses clause (a) and or (b) of this Section 5.63.07, the Notes shall will not be redeemable at the CompanyIssuer’s option prior to November June 1, 20252021. (d) At any time and from time to time on On or after November June 1, 20252021, the Company Issuer may redeem the Notes, in whole or in part, upon not less than 10 30 nor more than 60 days’ prior noticenotice by first-class mail, postage prepaid, with a copy to the Trustee, to each Holder of Notes to at the address of such Holder appearing in the Notes Register Note Register, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereonand Additional Interest, if any, thereon to but excluding not including the applicable Redemption Date, subject to the right of Holders of Notes of record of the Notes on the relevant record date Record Date to receive interest due on the relevant interest payment dateInterest Payment Date, if redeemed during the twelve-month period beginning on November June 1 of each of the years indicated in the table below: Year Percentage 2025 104.3752021 102.375 % 2026 2022 101.583 % 2023 100.792 % 2024 and thereafter 100.000100.000 % (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but excluding, the date of such redemption. In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (g) Any redemption pursuant to this Section 5.6 3.07 shall be made pursuant to the provisions of Sections 5.1 3.01 through 5.63.06 hereof.

Appears in 1 contract

Sources: Indenture (Aramark)

Optional Redemption. (a) At any time prior to November 1, 2025, the Company may redeem the The Notes in whole or in part, at its option, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at a redemption price (expressed as a percentage of the principal amount of the Notes to be redeemed) equal to 100.000% plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding, the date of redemption (the “Redemption Date”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and are redeemable from time to time prior to November 1August 15, 20252007 only in the event that the Company receives net cash proceeds from one or more Equity Offerings, in which case the Company may, on one at its option, use all or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy portion of any such net cash proceeds to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40an aggregate principal amount equal to 35% of the original aggregate principal amount of the Notes, provided, however, that Notes issued under this Indenture on in an aggregate original principal amount equal to at least 65% of the Issue Date (together with Additional Notes) aggregate original principal amount of the Notes outstanding immediately before the first of any such redemption, remains outstanding after each such redemption. Any such redemption must occur within 120 days of any such Equity Offering and upon not less than 30 nor more than 60 days' notice mailed to each Holder of Notes to be redeemed at such Holder's address appearing in the Note Register, in amounts of $1,000 or an integral multiple of $1,000, at a redemption price (expressed as a percentage Redemption Price of 112.875% of the principal amount of the Notes to be redeemed) equal to 108.75%, plus accrued and unpaid interest, if any, to but excluding, excluding the applicable Redemption Date, date of redemption. (b) The Notes are subject to redemption, at the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company of one or more Equity Offerings option of the Company; provided that not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses (a) and (b) of this Section 5.6, the Notes shall not be redeemable at the Company’s option prior to November 1, 2025. (d) At any time and from time to time on or after November 1, 2025, the Company may redeem the Notes, in whole or in part, at any time prior to maturity, upon not less than 10 30 nor more than 60 days’ prior notice, with a copy to the Trustee, ' notice mailed to each Holder of Notes to the be redeemed at such Holder's address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on November 1 of each of the years indicated in the table below: Year Percentage 2025 104.375% 2026 and thereafter 100.000% (e) Notwithstanding the foregoingNote Register, in connection with any tender offer for the Notesamounts of $1,000 or an integral multiple of $1,000, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to 100% of the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, principal amount thereof plus accrued and unpaid interest, if any, thereonon the Notes to the applicable redemption date, plus the Make-Whole Premium. (c) In the case of any partial redemption, selection of the Notes for redemption will be made by the Trustee in compliance with the requirements of the securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, then on a pro rata basis, by lot or by such other method as the Trustee in its sole discretion shall deem to but excludingbe fair and appropriate (and in such manner as complies with applicable legal requirements) provided that (i) Notes and portions thereof that the Trustee selects shall be in amounts of $1,000 or an integral multiple of $1,000 and (ii) no such partial redemption shall reduce the portion of the principal amount of a Note not redeemed to less than $1,000. If any Note is to be redeemed in part only, the notice of redemption relating to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. On and after the date of such redemption. In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption as long as the Company has deposited with the Trustee or with a Paying Agent (or, if applicable, segregated and held in trust) money sufficient to pay the Redemption Price of, and accrued and unpaid interest on, all the Notes which are to be redeemed on the applicable Redemption Datesuch date. (g) Any redemption pursuant to this Section 5.6 shall be made pursuant to the provisions of Sections 5.1 through 5.6.

Appears in 1 contract

Sources: Indenture (Collins & Aikman Corp)

Optional Redemption. (a) At any time prior to November December 1, 20252027, the Company Issuers may at their option on one or more occasions redeem all or a part of the Notes in whole or in part, at its optionNotes, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, notice as described under Section 3.03 hereof at a redemption price (expressed as a percentage calculated by the Issuers) equal to the sum of (i) 100.00% of the principal amount of the Notes to be redeemed, plus (ii) equal to 100.000% plus the Applicable Premium as ofPremium, and plus (iii) accrued and unpaid interest, if any, to to, but excluding, the date of redemption (the “Redemption Date”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to November 1, 2025, the Company may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage of the principal amount of Notes to be redeemed) equal to 108.75%, plus accrued and unpaid interest, if any, to but excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date Record Date to receive interest due on the relevant interest payment dateInterest Payment Date. (b) At any time prior to December 1, with 2027, the net cash proceeds received by the Company of Issuers may, at their option and on one or more Equity Offerings of the Company; provided that not less than 50occasions, redeem up to 40.00% of the aggregate principal amount of the then-outstanding Notes and Additional Notes issued under this Indenture at a redemption price (as calculated by the Company) equal to the sum of (i) 106.875% of the aggregate principal amount thereof, with an amount equal to or less than the net cash proceeds from one or more Equity Offerings to the extent such net cash proceeds are received by or contributed to the Company, plus (ii) accrued and unpaid interest thereon, if any, to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date; provided that (a) at least 50.00% of the sum of the aggregate principal amount of Notes originally issued under this Indenture on the Issue Date and any Additional Notes issued under this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption and (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that b) each such redemption occurs not later than within 180 days after of the date of closing of the related applicable Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6Offering or contribution. (c) In connection with any Change of Control Offer, Alternate Offer or other tender offer to purchase all of the Notes, if Holders of not less than 90% of the aggregate principal amount of the then outstanding Notes validly tender and do not validly withdraw such Notes in such Change of Control Offer, Alternate Offer or other tender offer and the Issuers purchase, or any third party making such Change of Control Offer, Alternate Offer or other tender offer in lieu of the Issuers purchases, all of the Notes validly tendered and not validly withdrawn by such Holders, the Issuers or such third party will have the right upon notice, given not more than 60 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a price equal to the price offered to each other Holder in such Change of Control Offer, Alternate Offer or other tender offer, plus, to the extent not included in the Change of Control Offer, Alternate Offer or other tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Redemption Date (subject to the right of the Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date). (d) Except pursuant to clauses clause (a) and ), (b) or (c) of this Section 5.63.07, the Notes shall will not be redeemable at the Company’s Issuers’ option prior to November December 1, 20252027. (de) At any time On and from time to time on or after November December 1, 20252027, the Company Issuers may at their option redeem the Notes, in whole or in part, on one or more occasions, upon not less than 10 nor more than 60 days’ prior noticenotice in accordance with Section 3.03 hereof, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereoninterest, if any, to to, but excluding excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date Record Date to receive interest due on the relevant interest payment dateInterest Payment Date, if redeemed during the twelve-month period beginning on November June 1 of in each of the years indicated in the table below: Year Percentage 2025 104.3752027 103.438 % 2026 2028 101.719 % 2029 and thereafter 100.000100.000 % (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but excluding, the date of such redemption. In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (g) Any redemption pursuant to this Section 5.6 3.07 shall be made pursuant to Sections 3.01 through 3.06. (g) In addition to any redemption pursuant to this Section 3.07, the provisions Issuers or their Affiliates may at any time and from time to time acquire Notes by means other than a redemption, whether by tender offer, in the open market, negotiated transaction or otherwise. (h) Any notice of Sections 5.1 through 5.6redemption made in connection with a related transaction or event (including an Equity Offering, contribution, Change of Control, Asset Sale or other transaction) may, at the Issuers’ discretion, be given prior to the completion or the occurrence thereof, and any such redemption or notice may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, the completion or occurrence of the related transaction or event, as the case may be. The Trustee will have no obligation to calculate or verify the calculation of the redemption price on any Notes.

Appears in 1 contract

Sources: Indenture (Magnolia Oil & Gas Corp)

Optional Redemption. (a) At any time prior to November 1April 30, 20252024, the Company Issuer may redeem the Notes in whole or in part, at its option, upon not less than 10 nor more than 60 days’ prior noticenotice by electronic delivery or first class mail, postage prepaid, with a copy to the TrusteeTrustees and the Agent, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at a redemption price (expressed as a percentage equal to 100.000% of the principal amount of the Notes to be redeemed) equal to 100.000% redeemed plus the relevant Applicable Premium as of, and accrued and unpaid interestinterest and any Additional Interest, if any, to to, but excluding, the redemption date of redemption (the “Redemption Dateredemption date”), subject to the rights of Holders holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to November 1April 30, 20252024, the Company Issuer may, on one or more occasionsat its option, upon not less than 10 nor more than 60 days’ prior noticenotice by electronic delivery or first class mail, postage prepaid, with a copy to the TrusteeTrustees and the Agent, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of the original aggregate principal amount of Notes (including Additional Notes) issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage equal to 104.875% of the aggregate principal amount of Notes to be redeemed) equal to 108.75%thereof, plus accrued and unpaid interestinterest and Additional Interest, if any, to but excluding, excluding the applicable Redemption Dateredemption date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds Net Cash Proceeds received by the Company of one or more Equity Offerings of the Company; provided that not less than 50% of the original aggregate principal amount of the then-outstanding Notes initially issued under this Indenture (including Additional Notes, if any) remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), ) unless all such Notes are redeemed or repurchased substantially concurrently; provided, further, provided further that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee Agent shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses (a) and (b) of this Section 5.65.7, the Notes shall will not be redeemable at the CompanyIssuer’s option prior to November 1April 30, 20252024. (d) At any time and from time to time on or after November 1April 30, 20252024, the Company Issuer may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior noticenotice by electronic delivery or first class mail, postage prepaid, with a copy to the Trustee, Trustees and the Agent to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest and Additional Interest thereon, if any, to but excluding the applicable Redemption Dateredemption date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on November 1 April 30 of each of the years indicated in the table below: Year Percentage 2024 102.188 % 2025 104.375101.094 % 2026 and thereafter 100.000100.000 % (e) Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (f) Any redemption pursuant to this Section 5.7 shall be made pursuant to the provisions of Sections 5.1 through 5.6. (g) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the CompanyIssuer, or any third party making a such tender offer in lieu of the CompanyIssuer, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company Issuer or such third party shall will have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 15 days following such purchase date date, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to to, but excludingnot including, the date of such redemption. In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (g) Any redemption pursuant to this Section 5.6 shall be made pursuant to the provisions of Sections 5.1 through 5.6.

Appears in 1 contract

Sources: Indenture (Primo Water Corp /CN/)

Optional Redemption. (a) At any time Except as set forth in subparagraph (b), (c) or (d) of this Paragraph 5, the Company will not have the option to redeem the Notes prior to November May 1, 20252015. On or after May 1, 2015, the Company may redeem all or a part of the Notes in whole or in part, at its option, upon not less than 10 30 nor more than 60 days’ prior notice, with a copy at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to the Trusteeapplicable Redemption Date, if redeemed during the twelve-month period beginning on May 1 of the years indicated below, subject to each Holder the rights of Holders of Notes on the relevant record date to receive interest on the address relevant Interest Payment Date: Year Percentage 2015 105.906 % 2016 103.938 % 2017 101.969 % 2018 and thereafter 100.000 % (b) Notwithstanding the provisions of such Holder appearing in subparagraph (a) of this Paragraph 5, at any time after the Escrow Termination Date and prior to May 1, 2015, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes Registerissued under the Indenture (minus, if the Acquisition has not occurred, the Redeemable Notes Amount), upon not less than 30 nor more than 60 days’ prior notice, at a redemption price (expressed as a percentage equal to 107.875% of the principal amount of the Notes redeemed, plus accrued and unpaid interest if any, to be the Redemption Date, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date, in an amount not to exceed the net cash proceeds received by the Company from one or more Equity Offerings of the Company or a contribution to the Company’s common equity capital made with the net cash proceeds of a concurrent Equity Offering of Parent or any direct or indirect parent company of the Company; provided that: (1) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (excluding (a) if the Acquisition has not occurred, the Redeemable Notes Amount and (b) Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 180 days of the date of the closing of such Equity Offering. (c) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time and from time to time after March 1, 2013 and prior to May 1, 2015, but not more than once in any twelve-month period (the first of which such periods will begin on March 1, 2013), the Company may redeem, in each such twelve-month period, upon not less than 30 nor more than 60 days’ prior notice, up to 10% of the aggregate principal amount of Notes issued under the Indenture (minus, if the Acquisition has not occurred, the Redeemable Notes Amount), at a redemption price of 103% of the principal amount of the Notes redeemed, plus any accrued and unpaid interest, to the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date). (d) At any time prior to May 1, 2015, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice, at a redemption price equal to 100.000100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding, the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to November 1, 2025, the Company may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage of the principal amount of Notes to be redeemed) equal to 108.75%, plus accrued and unpaid interest, if any, to but excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company of one or more Equity Offerings of the Company; provided that not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses (a) and (b) of this Section 5.6, the Notes shall not be redeemable at the Company’s option prior to November 1, 2025. (d) At any time and from time to time on or after November 1, 2025, the Company may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on November 1 of each of the years indicated in the table below: Year Percentage 2025 104.375% 2026 and thereafter 100.000% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but excluding, the date of such redemption. In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (g) Any redemption pursuant to this Section 5.6 shall be made pursuant to the provisions of Sections 5.1 through 5.6.

Appears in 1 contract

Sources: Indenture (Viasystems Group Inc)

Optional Redemption. (a) Except as provided in this paragraph (5), the Notes will not be redeemable at the Company’s option prior to September 1, 2027. (b) At any time prior to November September 1, 20252027, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes in whole or in part, at its optionissued under the Indenture, upon not less than 10 days’ nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at a redemption price (expressed as a percentage equal to 106.375% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to be the redemption date (subject to the rights of holders of Notes on the relevant record date to receive interest on the relevant interest payment date) with an amount not to exceed the net cash proceeds of one or more Equity Offerings of the Company consummated after the Issue Date; provided that: (i) at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (unless all such Notes are otherwise repurchased or redeemed); and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (c) At any time prior to September 1, 2027, the Company may on any one or more occasions redeem all or a part of the Notes upon not less than 10 days’ nor more than 60 days’ notice, at a redemption price equal to 100.000100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding, the date of redemption (the “Redemption Date”)redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to November 1, 2025, the Company may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder holders of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage of the principal amount of Notes to be redeemed) equal to 108.75%, plus accrued and unpaid interest, if any, to but excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with . The Company shall notify the net cash proceeds received by the Company of one or more Equity Offerings Trustee of the Company; provided that not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately Applicable Premium promptly after the occurrence of each such redemption (including Additional Notes but excluding Notes held by calculation, and the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses (a) and (b) of this Section 5.6, the Notes shall not be redeemable at the Company’s option prior to November 1, 2025responsible for such calculation. (d) At any time and from time to time on On or after November September 1, 20252027, the Company may on any one or more occasions redeem all or a part of the Notes, in whole or in part, upon not less than 10 days’ nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages a percentage of principal amount of the Notes to be redeemedNotes) set forth in the table below, plus accrued and unpaid interest thereoninterest, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment redemption date, if redeemed during the twelve-month period beginning on November September 1 of each of the years indicated in the table below: Year Percentage 2025 104.3752027 103.188% 2026 2028 101.594% 2029 and thereafter 100.000% (e) % If an optional redemption date is on or after an interest record date and on or before the related interest payment date, the accrued and unpaid interest, if any, will be paid to the Persons in whose name the Notes are registered at the close of business on such record date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. Notwithstanding the foregoing, in connection with any tender offer for the NotesNotes (including, including a without limitation, any Change of Control Offer or Asset Disposition Net Proceeds Offer), if Holders of not less than 90% in aggregate principal amount of the outstanding Notes are validly tender tendered and do not validly withdraw such Notes withdrawn in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holderswithdrawn, the Company or such third party shall will have the right upon not less than 10 days’ nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 10 days following such purchase date date, to redeem (and the Holders of the remaining Notes shall be deemed to have agreed to surrender) all Notes that remain outstanding following such purchase at a redemption price equal to the applicable price offered to each other Holder in such offer (excluding any early tender premium or incentive fee) in such tender offer plusconsent payment), to the extent not included in the tender offer payment, plus accrued and unpaid interest, if any, thereon, to to, but excluding, the date of such redemption. In determining whether the Holders The Company or any of its Restricted Subsidiaries may at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered any time and not validly withdrawn such from time to time purchase Notes in a tender offer, including a Change of Control Offer the open market or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (f) otherwise. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Dateredemption date. (g) Any redemption pursuant to this Section 5.6 shall be made pursuant to the provisions of Sections 5.1 through 5.6.

Appears in 1 contract

Sources: Indenture (Post Holdings, Inc.)

Optional Redemption. (a) At any time prior to November 1July 15, 2025, the Company may redeem the Notes in whole or in part, at its option2021, upon not less than 10 30 nor more than 60 days’ prior notice, with a copy to the Trustee, notice mailed by first-class mail to each Holder Holder’s registered address, the Company may redeem all or part of Notes to the address of such Holder appearing in the Notes Register, at a redemption price (expressed as a percentage equal to 100% of the principal amount of the Notes to be redeemed) equal to 100.000% thereof plus the Applicable Premium as of, and plus accrued and unpaid interest, if any, to but excludingto, the redemption date of redemption (the “Redemption Date”), subject to the rights right of Holders on the relevant record date Record Date to receive interest due on the relevant interest payment dateInterest Payment Date). (b) At any time and from time to time prior to November 1July 15, 20252021, the Company may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Registerat its option, redeem up to 40% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date by it (together with calculated after giving effect to any issuance of Additional Notes) with the Net Cash Proceeds of one or more Equity Offerings at a redemption price (expressed as a percentage of 109.750% of the principal amount of Notes to be redeemed) equal to 108.75%thereof, plus accrued and unpaid interest, if any, to but excluding, the applicable Redemption Date, redemption date (subject to the right of Holders of record of the Notes on the relevant record date Record Date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company of one or more Equity Offerings of the CompanyInterest Payment Date); provided that not less than that: (1) at least 50% of the aggregate original principal amount of the then-outstanding Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after the occurrence of each such redemption redemption; and (including Additional Notes but excluding Notes held by 2) the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than within 180 days after the date of closing of the related such Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses clause (a) and or (b) of this Section 5.63.07, the Notes shall are not be redeemable at the Company’s option prior to November 1July 15, 20252021. (d) At any time On and after July 15, 2021, the Company may, at its option, redeem all or, from time to time on or after November 1time, 2025, a part of the Company may redeem the Notes, in whole or in part, Notes upon not less than 10 30 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the following redemption prices (expressed as percentages a percentage of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereonon the Notes, if any, to but excluding the applicable Redemption Date, redemption date (subject to the right of Holders of record of the Notes on the relevant record date Record Date to receive interest due on the relevant interest payment dateInterest Payment Date), if redeemed during the twelve-month period beginning on November 1 of each July 15 of the years indicated in the table below: Year Percentage 2025 104.3752021 107.313% 2026 2022 104.875% 2023 102.438% 2024 and thereafter 100.000% (e) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06. (f) 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 Record Date. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date, or by the redemption date so delayed. (g) Notice of any redemption, whether in connection with an Equity Offering, other transaction or otherwise may be given prior to the completion thereof, and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering or other transaction. (h) Notwithstanding the foregoing, in connection with any tender offer for any Notes and any offer to purchase the Notes, including a Change of Control Offer or Asset Disposition OfferNotes as described under Sections 4.10 and 4.14, if Holders holders of not less than 90% in the aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer or offer to purchase and the Company, or any third party other Person making such tender offer in lieu of the Companyor offer to purchase, purchases all of the Notes validly tendered and not validly withdrawn by such Holdersholders, the Company or such third party shall other Person will have the right right, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, notice given not more than 30 days following such purchase date pursuant to such tender offer or offer to purchase, to redeem all of the Notes that remain outstanding following such purchase at a redemption price in cash equal to the price offered to each other Holder (excluding any early tender or incentive fee) holder in such tender offer or offer to purchase, plus, to the extent not included in the tender offer or purchase payment, accrued and unpaid interestinterest to but excluding the applicable optional redemption date, Change of Control Payment Date or Asset Sale Purchase Date. Such redemption may be made upon notice mailed or otherwise delivered to each holder in accordance with the applicable procedures of The Depository Trust Company (or, if any, thereonthe Notes are then certificated, to but excludingeach holder’s registered address), not less than 30 nor more than 60 days prior to the date applicable optional redemption date, Change of Control Payment Date or Asset Sale Purchase Date. Any such redemption. In determining whether redemption and notice may, in the Holders Company’s discretion, be subject to the satisfaction of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offerone or more conditions precedent, including the occurrence of a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offerRepurchase Event. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (g) Any redemption pursuant to this Section 5.6 shall be made pursuant to the provisions of Sections 5.1 through 5.6.

Appears in 1 contract

Sources: Indenture (Ardent Health Partners, LLC)

Optional Redemption. (a) Except as provided in this Section 3.07, the Notes will not be redeemable at the Company’s option prior to September 15, 2026. (b) At any time prior to November 1March 15, 20252024, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes in whole or in part, at its optionissued under this Indenture, upon not less than 10 15 days’ nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at a redemption price (expressed as a percentage equal to 104.500% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to be the redemption date (subject to the rights of holders of Notes on the relevant record date to receive interest on the relevant interest payment date) with an amount not to exceed the net cash proceeds of one or more Equity Offerings of the Company consummated after the Issue Date; provided that: ( 1) at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (unless all such Notes are otherwise repurchased or redeemed); and ( 2) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (c) At any time prior to September 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes upon not less than 15 days’ nor more than 60 days’ notice, at a redemption price equal to 100.000100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excludingto, the date of redemption (the “Redemption Date”)redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to November 1, 2025, the Company may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder holders of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage of the principal amount of Notes to be redeemed) equal to 108.75%, plus accrued and unpaid interest, if any, to but excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with . The Company shall notify the net cash proceeds received by the Company of one or more Equity Offerings Trustee of the Company; provided that not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately Applicable Premium promptly after the occurrence of each such redemption (including Additional Notes but excluding Notes held by calculation, and the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses (a) and (b) of this Section 5.6, the Notes shall not be redeemable at the Company’s option prior to November 1, 2025responsible for such calculation. (d) At any time and from time to time on On or after November 1September 15, 20252026, the Company may on any one or more occasions redeem all or a part of the Notes, in whole or in part, upon not less than 10 15 days’ nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages a percentage of principal amount of the Notes to be redeemedNotes) set forth in the table below, plus accrued and unpaid interest thereoninterest, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment redemption date, if redeemed during the twelve-month period beginning on November 1 of each September 15 of the years indicated in the table below: Year Percentage 2025 104.3752026 102.250% 2026 2027 101.500% 2028 100.750% 2029 and thereafter 100.000% (e) % If an optional redemption date is on or after an interest record date and on or before the related interest payment date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Notes are registered at the close of business on such record date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Net Proceeds Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes are validly tender tendered and do not validly withdraw such Notes withdrawn in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holderswithdrawn, the Company or such third party shall will have the right upon not less than 10 days’ nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 10 days following such purchase date date, to redeem (and the Holders of the remaining Notes shall be deemed to have agreed to surrender) all Notes that remain outstanding following such purchase at a redemption price equal to 101% (in the price offered to each other Holder case of a Change of Control Offer) or 100% (excluding any early tender or incentive feein the case of a Net Proceeds Offer) of the principal amount thereof in such tender offer plusoffer, to the extent not included in the tender offer payment, plus accrued and unpaid interest, if any, thereon, to to, but excluding, the date of such redemption. In determining whether the Holders The Company or any of its Restricted Subsidiaries may at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered any time and not validly withdrawn such from time to time purchase Notes in a tender offer, including a Change of Control Offer the open market or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (f) otherwise. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Dateredemption date. (ge) Any redemption pursuant to this Section 5.6 3.07 shall be made pursuant to the provisions of Sections 5.1 3.01 through 5.63.06.

Appears in 1 contract

Sources: Indenture (Post Holdings, Inc.)

Optional Redemption. (a) At any time prior to November 1September 15, 20252022, the Company Issuers may redeem the Notes in whole or in part, at its their option, upon not less than 10 nor more than 60 days’ prior noticenotice by electronic delivery or by first class mail, postage prepaid, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at a redemption price (expressed as a percentage equal to 100% of the principal amount of the such Notes to be redeemed) equal to 100.000% redeemed plus the Applicable Premium as of, and accrued and unpaid interestinterest (including Additional Amounts, if any), if any, to to, but excluding, the date of redemption (the “Redemption Date”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to November 1September 15, 20252022, the Company may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, Issuers may redeem Notes with the Net Cash Proceeds received by the Issuer from any Equity Offering at a copy redemption price equal to 103.875% of the Trustee, to each Holder of Notes to the address principal amount of such Holder appearing Notes, plus accrued and unpaid interest, if any, (including Additional Amounts, if any) to, but excluding, the Redemption Date, in the Notes Register, redeem up an aggregate principal amount for all such redemptions not to exceed 40% of the original aggregate principal amount of the Notes issued under this the Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage of the principal amount of Notes to be redeemed) equal to 108.75%, plus accrued and unpaid interest, if any, to but excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company of one or more Equity Offerings of the Company); provided that (1) in each case the redemption takes place not later than 180 days after the closing of the related Equity Offering, and (2) not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under this the Indenture remains outstanding immediately after the occurrence of each such redemption thereafter (including Additional Notes but excluding Notes held by the Company Issuer or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.65.6 of the Indenture. (c) Except pursuant to clauses (a) and (b) of this Section 5.6, the Notes shall not be redeemable at the Company’s option prior to November 1, 2025. (d) At any time and from time to time on or after November 1, 2025, the Company may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on November 1 of each of the years indicated in the table below: Year Percentage 2025 104.375% 2026 and thereafter 100.000% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the CompanyIssuers, or any third party making such a tender offer in lieu of the CompanyIssuers, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company Issuers or such third party shall will have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 10 days following such purchase date date, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to to, but excluding, the date of such redemption. In determining whether . (d) The Issuers may, at their option, redeem the Notes, in whole but not in part, at any time upon not less than 10 days’ nor more than 60 days’ notice to the Holders (which notice shall be given in accordance with Section 5.3 of the Indenture), at least 90a redemption price equal to 100% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon to the date fixed for redemption (a “Tax Redemption Date”), premium, if any, and all Additional Amounts, if any, then due and which will become due on the Tax Redemption Date as a result of the outstanding redemption or otherwise, if the Issuer determines in good faith that the Issuers are, or on the next date on which any amount would be payable in respect of the Notes, would be obligated to pay Additional Amounts in respect of the Notes have pursuant to the terms and conditions thereof, which the Issuers cannot avoid by the use of reasonable measures available to it (including, without limitation, making payment through a payment agent located in another jurisdiction), as a result of: (1) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of any Relevant Taxing Jurisdiction affecting taxation which becomes effective on or after the Issue Date or, in the case of a Relevant Taxing Jurisdiction that did not become a Relevant Taxing Jurisdiction until after the Issue Date, the date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under the Indenture; or (2) any change in, or amendment to, the official application, administration, or interpretation of the laws, regulations or rulings of any Relevant Taxing Jurisdiction (including by virtue of a holding, judgment, or order by a court of competent jurisdiction or change in published practice or revenue guidance), on or after the Issue Date or, in the case of a Relevant Taxing Jurisdiction that did not become a Relevant Taxing Jurisdiction until after the Issue Date, the date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under the Indenture (each of the foregoing clauses (1) and (2), a “Change in Tax Law”); provided, however, the Issuers may not redeem the Notes under this clause (d) if the Change in Tax Law obliging the Issuers to pay Additional Amounts was (i) officially announced by the Relevant Taxing Jurisdiction’s tax authority or a court (including, for the avoidance of doubt, an announcement by or on behalf of the Minister of Finance (Canada) or any provincial or territorial counterpart) or (ii) validly tendered and enacted into law by the Relevant Taxing Jurisdiction, in each case, prior to the Issue Date or, in the case of a Relevant Taxing Jurisdiction that did not validly withdrawn become a Relevant Taxing Jurisdiction until after the Issue Date, the date on which such Notes in Relevant Taxing Jurisdiction became a tender offerRelevant Taxing Jurisdiction under the Indenture. This clause (d) shall apply mutatis mutandis to any successor Person, including after such successor Person becomes a party to the Indenture, with respect to a Change in Tax Law occurring after the time such successor Person becomes a party to the Indenture. (e) Except pursuant to clauses (a), (b), (c) and (d) of Control Offer or Asset Disposition Offerthis paragraph 6, the Notes owned by will not be redeemable at the Company or its Affiliates or by funds controlled or managed by any Affiliate of the CompanyIssuers’ option prior to September 15, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer2022. (f) At any time and from time to time on or after September 15, 2022, the Issuers may redeem the Notes in whole or in part, at their option, upon not less than 10 nor more than 60 days’ notice by electronic delivery or by first class mail, postage prepaid, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at a redemption price equal to the percentage of principal amount set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to, but excluding, the applicable Redemption Date, if redeemed during the twelve-month period beginning on September 15 of the year indicated below: 2022 101.938 % 2023 100.969 % 2024 and thereafter 100.000 % (g) Unless the Company defaults Issuers default in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (gh) Any redemption pursuant to this Section 5.6 paragraph 6 shall be made pursuant to the provisions of Sections 5.1 through 5.65.6 of the Indenture. The Issuers are not required to make mandatory redemption or sinking fund payments with respect to the Notes; provided, however, that under certain circumstances, the Issuers may be required to offer to purchase Notes under Section 3.5 and Section 3.9 of the Indenture. The Issuers, their equity holders, including the Investor, their respective Affiliates and members of management may at any time and from time to time purchase Notes in the open market, by tender offer or otherwise.

Appears in 1 contract

Sources: Indenture (Restaurant Brands International Limited Partnership)

Optional Redemption. (a) At any time prior to November 115, 20252026, the Company may redeem all or a part of the Notes in whole or in part, at its option, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes RegisterNotes, at a redemption price (expressed as a percentage equal to 100% of the principal amount of the Notes to be redeemed) equal to 100.000% redeemed plus the Applicable Premium as of, and plus accrued and unpaid interest, if any, on the Notes redeemed, to but excluding, the redemption date of redemption (the “Redemption Date”), subject to the rights right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time time, in connection with any tender offer or other offer to purchase any series of Notes (including pursuant to a Change of Control Offer or Asset Sale Offer), if not less than 90% in aggregate principal amount of the outstanding Notes of such series validly tender and from time do not withdraw such Notes in such offer, all of the holders of such series of Notes will be deemed to time prior have consented to November 1, 2025such tender or other offer and accordingly, the Company may, on one or more occasionsany third party purchasing or acquiring the Notes in lieu of the Company will have the right, upon not less than 10 30 nor more than 60 days’ prior notice, with given not more than 30 days following such purchase, to redeem all Notes of such series that remain outstanding following such purchase at a copy price equal to the Trusteeprice paid to holders in such purchase, to each Holder of plus accrued and unpaid interest, if any, on such Notes to (but not including) the address Redemption Date (subject to the right of such Holder appearing holders of record on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the redemption date). (c) At any time and from time to time on or prior to November 15, 2026, the Company may redeem in the Notes Register, redeem aggregate up to 40% of the original aggregate principal amount of the Notes issued under this Indenture on the Issue Date (together with calculated after giving effect to any issuance of Additional Notes) with the net cash proceeds of one or more Subsequent Equity Offerings (1) by the Company or (2) by any direct or indirect parent of the Company to the extent the net cash proceeds thereof are contributed to the common equity capital of the Company or used to purchase Capital Stock (other than Disqualified Stock) of the Company from it, at a redemption price (expressed as a percentage of the principal amount thereof) of Notes to be redeemed) equal to 108.75110.750%, plus accrued and unpaid interest, if any, interest to but excluding, the applicable Redemption Date, redemption date (subject to the right of Holders holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date); provided, with the net cash proceeds received by the Company of one or more Equity Offerings of the Company; provided that not less than however, that (1) at least 50% of the original aggregate principal amount of the then-Notes (calculated after giving effect to any issuance of Additional Notes) must remain outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption redemption; and (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, 2) that each such redemption occurs not later than shall occur within 180 days after the date on which any such Subsequent Equity Offering is consummated upon not less than ten nor more than 60 days’ notice mailed by first-class mail to each holder of closing of Notes being redeemed and otherwise in accordance with the related Equity Offering. The Trustee shall select the Notes to be purchased procedures set forth in the manner described under Sections 5.1 through 5.6this Indenture. (cd) Except pursuant to clauses the preceding paragraphs (a) and through (b) of this Section 5.6c), the Notes shall will not be redeemable at the Company’s option prior to November 115, 20252026. (de) At any time On and from time to time on or after November 115, 20252026, the Company may may, at its option, on one or more occasions, redeem the Notes, in whole all or in part, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder portion of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of the aggregate principal amount of the Notes to be redeemedthereof) set forth in the table below, plus accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on November 1 of each of the years indicated in the table below: Year Percentage 2025 104.375% 2026 and thereafter 100.000% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereonon the Notes redeemed, to but excludingthe Redemption Date, if redeemed during the date of such redemption. In determining whether the Holders of at least 90% 12-month period beginning on November 15 of the aggregate principal amount of the outstanding Notes have validly tendered years indicated below: Year Percentage 2025 105.375 % 2026 102.688 % 2027 and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer.thereafter 100.000 % (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (g) Any redemption pursuant to this Section 5.6 3.07 shall be made pursuant to the provisions of Sections 5.1 3.01 through 5.63.06 hereof. (g) Notice of any redemption (including with net cash proceeds of a Subsequent Equity Offering) may, at the Company’s discretion, be subject to one or more conditions precedent, including, without limitation, the consummation of an incurrence or issuance of debt or equity or a Change of Control. If any Notes are listed on an exchange, and the rules of such exchange so require, the Company will notify the exchange of any such notice of redemption. In addition, the Company will notify the exchange of the principal amount of any Notes outstanding following any partial redemption of Notes.

Appears in 1 contract

Sources: Indenture (Sabre Corp)

Optional Redemption. (a) At The Notes may be redeemed on any time prior to November 1one or more occasions, 2025, the Company may redeem the Notes in whole or in part, at its optionany time prior to [ ], 2020, at the option of the Company upon not less than 10 15 nor more than 60 days’ prior noticenotice mailed by first class mail (and/or, with a copy to the Trusteeextent permitted by Applicable Procedures or regulations, transmitted electronically) to each Holder of Notes to the address of such Holder appearing in the Notes RegisterHolder’s registered address, at a redemption price (expressed as a percentage Redemption Price equal to 100% of the principal amount of the Notes to be redeemed) equal to 100.000% redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding, the date of redemption (the “Redemption Date”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to November 1, 2025, the Company may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage of the principal amount of Notes to be redeemed) equal to 108.75%Premium, plus accrued and unpaid interest, if any, to to, but excludingnot including, the applicable Redemption Date, redemption date (subject to the right of registered Holders of record of the Notes on the a relevant record date Record Date to receive interest due on a relevant Interest Payment Date). (b) At any time prior to [ ], 2020, the relevant interest payment dateCompany may at its option, with the net cash proceeds received by the Company of one or more Qualified Equity Offerings Offerings, redeem on any one or more occasions up to 40% of the Companyaggregate principal amount of the outstanding Notes (including Additional Notes) at a Redemption Price equal to 108.000% of the principal amount of the Notes redeemed, plus accrued and unpaid interest thereon, if any, to, but not including, the redemption date (subject to the right of registered Holders of the Notes on a relevant Record Date to receive interest due on a relevant Interest Payment Date); provided that not less than (1) at least 50% of the aggregate principal amount of the then-outstanding Notes originally issued under this Indenture (calculated after giving effect to the original issuance of any Additional Notes) remains outstanding immediately after the occurrence of each any such redemption (including Additional Notes but excluding Notes held by the Company or its Subsidiaries) and (2) any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 within 90 days after following the date of closing of the related any such Qualified Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses clause (a) and or (b) of this Section 5.63.07 or pursuant to Section 3.09, the Notes shall not be redeemable at the Company’s option prior to November 1[ ], 20252020. (d) At The Notes may be redeemed on any time and from time to time on one or after November 1, 2025, the Company may redeem the Notesmore occasions, in whole or in part, at any time on or after [ ], 2020, at the option of the Company upon not less than 10 15 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register notice at the redemption prices following Redemption Prices (expressed as percentages of the principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on November 1 of each of the years indicated in the table below: Year Percentage 2025 104.375% 2026 and thereafter 100.000% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereonto, to but excludingnot including, the redemption date (subject to the right of such redemption. In determining whether the registered Holders of at least 90% the Notes on a relevant Record Date to receive interest due on a relevant Interest Payment Date), if redeemed during the 12-month period beginning on [ ] of the aggregate principal amount of the outstanding Notes have validly tendered years indicated below: 2020 102.000 % 2021 101.000 % 2022 and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer.thereafter 100.000 % (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (ge) Any redemption pursuant to this Section 5.6 3.07 shall be made pursuant to the provisions of Sections 5.1 3.01 through 5.63.06.

Appears in 1 contract

Sources: Indenture (Concordia International Corp.)

Optional Redemption. (a) Except as provided in this Section 3.07, the Notes will not be redeemable at the Company’s option prior to April 15, 2025. (b) At any time prior to November 1April 15, 20252023, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes in whole or in part, at its optionissued under this Indenture, upon not less than 10 15 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at a redemption price (expressed as a percentage equal to 104.625% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to be the redemption date (subject to the rights of holders of Notes on the relevant record date to receive interest on the relevant interest payment date) with an amount not to exceed the net cash proceeds of one or more Equity Offerings of the Company consummated after the Issue Date; provided that: (1) at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (unless all such Notes are otherwise repurchased or redeemed); and (2) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (c) At any time prior to April 15, 2025, the Company may on any one or more occasions redeem all or a part of the Notes upon not less than 15 nor more than 60 days’ notice, at a redemption price equal to 100.000100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excludingto, the date of redemption (the “Redemption Date”)redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to November 1, 2025, the Company may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder holders of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage of the principal amount of Notes to be redeemed) equal to 108.75%, plus accrued and unpaid interest, if any, to but excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with . The Company shall notify the net cash proceeds received by the Company of one or more Equity Offerings Trustee of the Company; provided that not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately Applicable Premium promptly after the occurrence of each such redemption (including Additional Notes but excluding Notes held by calculation, and the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses (a) and (b) of this Section 5.6, the Notes shall not be redeemable at the Company’s option prior to November 1, 2025responsible for such calculation. (d) At any time and from time to time on On or after November 1April 15, 2025, the Company may on any one or more occasions redeem all or a part of the Notes, in whole or in part, upon not less than 10 15 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages a percentage of principal amount of the Notes to be redeemedNotes) set forth in the table below, plus accrued and unpaid interest thereoninterest, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment redemption date, if redeemed during the twelve-month period beginning on November 1 of each April 15 of the years indicated in the table below: Year Percentage 2025 104.375102.313% 2026 101.542% 2027 100.771% 2028 and thereafter 100.000% (e) Notwithstanding % If an optional redemption date is on or after an interest record date and on or before the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holdersrelated interest payment date, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereonwill be paid to the Person in whose name the Notes are registered at the close of business on such record date, and no additional interest will be payable to but excluding, Holders whose Notes will be subject to redemption by the date Company. The Company or any of such redemption. In determining whether the Holders of its Restricted Subsidiaries may at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered any time and not validly withdrawn such from time to time purchase Notes in a tender offer, including a Change of Control Offer the open market or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (f) otherwise. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Dateredemption date. (ge) Any redemption pursuant to this Section 5.6 3.07 shall be made pursuant to the provisions of Sections 5.1 3.01 through 5.63.06.

Appears in 1 contract

Sources: Indenture (Post Holdings, Inc.)

Optional Redemption. (a) At any time prior to November 1December 6, 2025, 2023 the Company Co-Issuers may on one or more occasions redeem the Notes Notes, in whole or in part, at its option, upon not less than 10 15 nor more than 60 days’ prior noticenotice delivered electronically to each Holder or mailed by first-class mail, with a copy to the Trusteepostage prepaid, to each Holder of the Notes to the address of such Holder appearing in the Notes Note Register, in each case with a copy to the Trustee, at a redemption price (expressed as a percentage equal to 100% of the principal amount of the Notes to be redeemed) equal to 100.000% redeemed plus the Applicable Premium as of, and accrued and unpaid interestinterest and Additional Amounts, if any, to to, but excluding, the date of redemption (the “Redemption Date”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time date falling on or prior to November 1the Redemption Date. On and after December 6, 20252023, the Company may, Co-Issuers may on one or more occasionsoccasions redeem the Notes, in whole or in part, upon not less than 10 15 nor more than 60 days’ prior noticenotice delivered electronically to each Holder or mailed by first class mail, with a copy to the Trusteepostage prepaid, to each Holder of the Notes to the address of such Holder appearing in the Notes Note Register, redeem up in each case with a copy to 40% the Trustee, at the Redemption Prices (expressed as percentages of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage of the principal amount of Notes to be redeemed) equal to 108.75%set forth below, plus accrued and unpaid interestinterest thereon and Additional Amounts, if any, to to, but excluding, the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Date, if redeemed during the twelve-month period beginning on December 6 of each of the years indicated below: Year Percentage 2023 102.8125 % 2024 101.4063 % 2025 and thereafter 100.000 % In addition, prior to December 6, 2023, the Co-Issuers may on one or more occasions, at their option, redeem up to 40% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 105.625% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon and Additional Amounts, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment datedate falling on or prior to the Redemption Date, with the net cash proceeds received by the Company of one or more Equity Offerings of the CompanyIssuer or any direct or indirect parent of the Issuer to the extent such net cash proceeds are contributed to the Issuer; provided that not less than at least 50% of the aggregate principal amount of the then-outstanding Notes originally issued under this the Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrentlyredemption; provided, further, that each such redemption occurs not later than within 180 days after of the date of closing of the related each such Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses (a) and (b) of this Section 5.6, the Notes shall not be redeemable at the Company’s option prior to November 1, 2025. (d) At any time and from time to time on or after November 1, 2025, the Company may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on November 1 of each of the years indicated in the table below: Year Percentage 2025 104.375% 2026 and thereafter 100.000% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but excluding, the date of such redemption. In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (g) Any redemption pursuant to this Section 5.6 shall be made pursuant to the provisions of Sections 5.1 through 5.6.

Appears in 1 contract

Sources: Indenture (Telesat Canada)

Optional Redemption. (a) At any time prior to November 1March 15, 20252027, the Company Issuers may redeem all or a part of the Notes in whole or in part, at its optionNotes, upon not less than 10 nor more than 60 days’ prior notice, notice (except that such notice may be given more than 60 days prior to a redemption date if the notice is issued in connection with a copy Article VIII or Article XI hereof) mailed by first-class mail or otherwise delivered to the Trustee, to registered address of each Holder of Notes to or otherwise delivered in accordance with the address procedures of such Holder appearing in the Notes RegisterDTC, at a redemption price (expressed as a percentage equal to 100% of the principal amount of the Notes to be redeemed) equal to 100.000% redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding, the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant record date Record Date to receive interest due on the relevant interest payment dateInterest Payment Date. (b) At any time and from time to time prior to November 1Until March 15, 20252027, the Company Issuers may, at their option, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, occasions redeem up to 40% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage equal to 109.875% of the aggregate principal amount of Notes to be redeemed) equal to 108.75%thereof, plus accrued and unpaid interestinterest thereon, if any, to but excluding, the applicable Redemption Date, subject to the right of Holders of Notes of record of the Notes on the relevant record date Record Date to receive interest due on the relevant interest payment dateInterest Payment Date, with an amount equal to the net cash proceeds received by the Company of one or more Equity Offerings of the CompanyOfferings; provided that not less than 50at least 60% of the aggregate principal amount of the then-outstanding Notes originally issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each redemption. Any such redemption occurs not later than will be required to occur on or prior to 180 days after the date of closing Issuers’ receipt of the related net cash proceeds of such Equity Offering. The Trustee shall select Offering and upon not less than 10 nor more than 60 days’ notice (except that such notice may be given more than 60 days prior to a redemption date if the notice is issued in connection with Article VIII or Article XI hereof) mailed to each Holder of Notes to be purchased redeemed at such Holder’s address appearing in the manner described under Sections 5.1 through 5.6Note Register, in principal amounts of $2,000 or an integral multiple of $1,000. (c) Except pursuant to clauses clause (a) and or (b) of this Section 5.63.07, the Notes shall will not be redeemable at the Company’s Issuers’ option prior to November 1March 15, 20252027. (d) At any time On and from time to time on or after November 1March 15, 20252027, the Company Issuers may redeem the Notes, in whole or in part, upon not less than 10 days prior written notice to the Registrar (unless a shorter notice shall be agreed to by the Registrar) and not less than 10 nor more than 60 days’ prior noticenotice (except that such notice may be given more than 60 days prior to a redemption date if the notice is issued in connection with Article VIII or Article XI hereof) by first-class mail, postage prepaid, or other delivery (with a copy to the Trustee, the Registrar and the Paying Agent), to each Holder of Notes to at the address of such Holder appearing in the Notes Register security register, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of Notes of record of the Notes on the relevant record date Record Date to receive interest due on the relevant interest payment dateInterest Payment Date, if redeemed during the twelve12-month period beginning on November 1 of each of March 15 in the years indicated in the table below: Year Percentage 2025 104.3752027 104.938 % 2026 2028 102.469 % 2029 and thereafter 100.000100.000 % (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but excluding, the date of such redemption. In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (g) Any redemption pursuant to this Section 5.6 3.07 shall be made pursuant to the provisions of Sections 5.1 3.01 through 5.63.06 hereof.

Appears in 1 contract

Sources: Indenture (PBF Holding Co LLC)

Optional Redemption. (a) At any time prior to November 115, 20252022, the Company Issuers may redeem the Notes in whole or in part, at its their option, upon not less than 10 nor more than 60 days’ prior noticenotice by electronic delivery or by first class mail, postage prepaid, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at a redemption price (expressed as a percentage equal to 100% of the principal amount of the such Notes to be redeemed) equal to 100.000% redeemed plus the Applicable Premium as of, and accrued and unpaid interestinterest (including Additional Amounts, if any), if any, to to, but excluding, the date of redemption (the “Redemption Date”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to November 115, 20252022, the Company may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, Issuers may redeem Notes with the Net Cash Proceeds received by the Issuer from any Equity Offering at a copy redemption price equal to 104.375% of the Trustee, to each Holder of Notes to the address principal amount of such Holder appearing Notes, plus accrued and unpaid interest, if any, (including Additional Amounts, if any) to, but excluding, the Redemption Date, in the Notes Register, redeem up an aggregate principal amount for all such redemptions not to exceed 40% of the original aggregate principal amount of the Notes issued under this the Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage of the principal amount of Notes to be redeemed) equal to 108.75%, plus accrued and unpaid interest, if any, to but excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company of one or more Equity Offerings of the Company); provided that (1) in each case the redemption takes place not later than 180 days after the closing of the related Equity Offering, and (2) not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under this the Indenture remains outstanding immediately after the occurrence of each such redemption thereafter (including Additional Notes but excluding Notes held by the Company Issuer or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.65.6 of the Indenture. (c) Except pursuant to clauses (a) and (b) of this Section 5.6, the Notes shall not be redeemable at the Company’s option prior to November 1, 2025. (d) At any time and from time to time on or after November 1, 2025, the Company may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on November 1 of each of the years indicated in the table below: Year Percentage 2025 104.375% 2026 and thereafter 100.000% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the CompanyIssuers, or any third party making such a tender offer in lieu of the CompanyIssuers, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company Issuers or such third party shall will have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 10 days following such purchase date date, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to to, but excluding, the date of such redemption. In determining whether . (d) The Issuers may, at their option, redeem the Notes, in whole but not in part, at any time upon not less than 10 days’ nor more than 60 days’ notice to the Holders (which notice shall be given in accordance with Section 5.3 of the Indenture), at least 90a redemption price equal to 100% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon to the date fixed for redemption (a “Tax Redemption Date”), premium, if any, and all Additional Amounts, if any, then due and which will become due on the Tax Redemption Date as a result of the outstanding redemption or otherwise, if the Issuer determines in good faith that the Issuers are, or on the next date on which any amount would be payable in respect of the Notes, would be obligated to pay Additional Amounts in respect of the Notes have pursuant to the terms and conditions thereof, which the Issuers cannot avoid by the use of reasonable measures available to it (including, without limitation, making payment through a payment agent located in another jurisdiction), as a result of: (1) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of any Relevant Taxing Jurisdiction affecting taxation which becomes effective on or after the Issue Date or, in the case of a Relevant Taxing Jurisdiction that did not become a Relevant Taxing Jurisdiction until after the Issue Date, the date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under the Indenture; or (2) any change in, or amendment to, the official application, administration, or interpretation of the laws, regulations or rulings of any Relevant Taxing Jurisdiction (including by virtue of a holding, judgment, or order by a court of competent jurisdiction or change in published practice or revenue guidance), on or after the Issue Date or, in the case of a Relevant Taxing Jurisdiction that did not become a Relevant Taxing Jurisdiction until after the Issue Date, the date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under the Indenture (each of the foregoing clauses (1) and (2), a “Change in Tax Law”); provided, however, the Issuers may not redeem the Notes under this clause (d) if the Change in Tax Law obliging the Issuers to pay Additional Amounts was (i) officially announced by the Relevant Taxing Jurisdiction’s tax authority or a court (including, for the avoidance of doubt, an announcement by or on behalf of the Minister of Finance (Canada) or any provincial or territorial counterpart) or (ii) validly tendered and enacted into law by the Relevant Taxing Jurisdiction, in each case, prior to the Issue Date or, in the case of a Relevant Taxing Jurisdiction that did not validly withdrawn become a Relevant Taxing Jurisdiction until after the Issue Date, the date on which such Notes in Relevant Taxing Jurisdiction became a tender offerRelevant Taxing Jurisdiction under the Indenture. This clause (d) shall apply mutatis mutandis to any successor Person, including after such successor Person becomes a party to the Indenture, with respect to a Change in Tax Law occurring after the time such successor Person becomes a party to the Indenture. (e) Except pursuant to clauses (a), (b), (c) and (d) of Control Offer or Asset Disposition Offerthis paragraph 6, the Notes owned by will not be redeemable at the Company or its Affiliates or by funds controlled or managed by any Affiliate of the CompanyIssuers’ option prior to November 15, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer2022. (f) At any time and from time to time on or after November 15, 2022, the Issuers may redeem the Notes in whole or in part, at their option, upon not less than 10 nor more than 60 days’ notice by electronic delivery or by first class mail, postage prepaid, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at a redemption price equal to the percentage of principal amount set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to, but excluding, the applicable Redemption Date, if redeemed during the twelve-month period beginning on November 15 of the year indicated below: 2022 102.188 % 2023 101.094 % 2024 and thereafter 100.000 % (g) Unless the Company defaults Issuers default in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (gh) Any redemption pursuant to this Section 5.6 paragraph 6 shall be made pursuant to the provisions of Sections 5.1 through 5.65.6 of the Indenture. The Issuers are not required to make mandatory redemption or sinking fund payments with respect to the Notes; provided, however, that under certain circumstances, the Issuers may be required to offer to purchase Notes under Section 3.5 and Section 3.9 of the Indenture. The Issuers, their equity holders, including the Investor, their respective Affiliates and members of management may at any time and from time to time purchase Notes in the open market, by tender offer or otherwise.

Appears in 1 contract

Sources: Indenture (Restaurant Brands International Limited Partnership)

Optional Redemption. (a) At any time prior to November 130, 20252026, the Company may may, at its option and on one or more occasions, redeem the Notes Notes, in whole or in part, at its option, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing notice as described in the Notes RegisterSection 1005, at a redemption price (expressed as a percentage equal to 100% of the principal amount of the Notes to be redeemed) equal to 100.000% redeemed plus the Applicable Premium as of, and accrued and unpaid interestinterest thereon, if any, to to, but excluding, the date of redemption (the “Redemption Date”), subject to the rights of Holders of record on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time Interest Payment Date falling on or prior to the Redemption Date. On and after November 130, 20252026, the Company may, at its option and on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage of the principal amount of Notes to be redeemed) equal to 108.75%, plus accrued and unpaid interest, if any, to but excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company of one or more Equity Offerings of the Company; provided that not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses (a) and (b) of this Section 5.6, the Notes shall not be redeemable at the Company’s option prior to November 1, 2025. (d) At any time and from time to time on or after November 1, 2025, the Company may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing notice as described in the Notes Register Section 1005 at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereon, if any, to to, but excluding excluding, the applicable Redemption Date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Date, if redeemed during the 12-month period beginning on November 30 of each of the years indicated below: 2026 104.438 % 2027 102.219 % 2028 and thereafter 100.000 % In addition, until November 30, 2026, the Company may, at its option on one or more occasions, upon notice as described in Section 1005, redeem up to 40% of the aggregate principal amount of Notes (including Additional Notes) issued under this Indenture at a redemption price (as calculated by the Company) equal to (i) 108.875% of the aggregate principal amount thereof, in an aggregate amount not exceeding the aggregate amount of one or more Equity Offerings to the extent the proceeds thereof are received by or contributed to the Company plus (ii) accrued and unpaid interest thereon, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during date falling on or prior to the twelve-month period beginning Redemption Date; provided that (a) at least 50% of the sum of the aggregate principal amount of Notes originally issued under this Indenture on November 1 the Issue Date and any Additional Notes issued under this Indenture after the Issue Date remains Outstanding immediately after the occurrence of each such redemption and (b) each such redemption occurs within 180 days of the years indicated in the table below: Year Percentage 2025 104.375% 2026 and thereafter 100.000% (e) date of closing of each such Equity Offering. Notwithstanding the foregoing, in connection with any tender offer for the any Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in the aggregate principal amount of the outstanding Outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party other Person making such tender offer in lieu of the Companyoffer, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall will have the right right, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, notice given not more than 30 days following such purchase date pursuant to such tender offer, to redeem all of the Notes that remain outstanding following such purchase at a redemption price in cash equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer offer, plus, to the extent not included in the tender offer payment, accrued and unpaid interestinterest to but excluding the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date falling prior to or on the Redemption Date). Any redemption of Notes may be made upon notice sent electronically or, at the Company’s option, mailed by first-class mail to each Holder’s registered address in accordance with Section 1005, and, if any, thereon, to but excludingapplicable, the date Company should notify the Trustee in writing of such redemption. In determining whether Redemption Date, and the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (f) Unless the redeemed in accordance with Section 1003. The Company defaults may provide in the any redemption notice that payment of the redemption priceprice and the performance of the Company’s obligations with respect to such redemption may be performed by another Person. Any redemption of Notes (including in connection with an Equity Offering) or notice thereof may, interest will cease at the Company’s discretion, be subject to accrue on the Notes satisfaction (or, waiver by the Company in its sole discretion) of one or portions thereof called for more conditions precedent, which may include consummation of any related Equity Offering or the occurrence of a Change of Control. If such redemption on or notice is subject to satisfaction of one or more conditions precedent, such notice may state that, in the applicable Company’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Company in its sole discretion), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been (or, in the Company’s sole determination, may not be) satisfied (or waived by the Company in its sole discretion) by the Redemption Date, or by the Redemption Date so delayed. (g) Any redemption pursuant to this Section 5.6 shall be made pursuant to the provisions of Sections 5.1 through 5.6.

Appears in 1 contract

Sources: Indenture (Xerox Corp)

Optional Redemption. (a) At any time prior to November 1May 15, 20252020, the Company may redeem the Notes in whole or in part, at its option, upon not less than 10 30 nor more than 60 days’ prior noticenotice by electronic delivery or first class mail, postage prepaid, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at a redemption price (expressed as a percentage percentages of the principal amount of the Notes to be redeemed) equal to 100.000% of the principal amount of Notes redeemed plus the relevant Applicable Premium as of, and accrued and unpaid interestinterest and Additional Interest, if any, to but excluding, excluding the date of redemption (the “Redemption Date”), subject to the rights of Holders holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to November 1May 15, 20252020, the Company may, on one or more occasionsat its option, upon not less than 10 30 nor more than 60 days’ prior noticenotice by electronic delivery or first class mail, postage prepaid, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of the original aggregate principal amount of Notes (including Additional Notes) issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage percentages of the principal amount of the Notes to be redeemed) equal to 108.75%104.50% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, interest to but excluding, excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds Net Cash Proceeds received by the Company or the Issuer of one or more Equity Offerings of the CompanyCompany or the Issuer; provided that not less than 50% of the original aggregate principal amount of the then-outstanding Notes initially issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, provided further that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses (a) and (b) of this Section 5.65.7, the Notes shall will not be redeemable at the Company’s option prior to November 1May 15, 20252020. (d) At any time and from time to time on or after November 1May 15, 20252020, the Company Issuer may redeem the Notes, in whole or in part, upon not less than 10 30 nor more than 60 days’ prior noticenotice by electronic delivery or first class mail, postage prepaid, with a copy to the Trustee, Trustee to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereonand Additional Interest, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on November 1 May 15 of each of the years indicated in the table below: Year Period Percentage 2025 104.3752020 103.375% 2026 2021 102.250% 2022 101.125% 2023 and thereafter 100.000% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but excluding, the date of such redemption. In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (f) Unless the Company Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (g) Any redemption pursuant to this Section 5.6 shall be made pursuant to the provisions of Sections 5.1 through 5.6.

Appears in 1 contract

Sources: Indenture (Avis Budget Group, Inc.)

Optional Redemption. (a) At any time prior to November 1April 15, 20252013, the Company Issuer may redeem all or a part of the Notes in whole or in part, at its optionNotes, upon not less than 10 30 nor more than 60 days’ prior notice, with a copy notice mailed by first-class mail to the Trustee, to each Holder of Notes to the registered address of such Holder appearing in the Notes Registereach Holder, at a redemption price (expressed as a percentage equal to 100% of the principal amount of the Notes to be redeemed) equal to 100.000% redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding, the date of redemption (the “Redemption Date”), subject to the rights of Holders on the relevant record date Record Date to receive interest due on the relevant interest payment dateInterest Payment Date. (b) At any time and from time to time prior to November 1Until April 15, 20252013, the Company Issuer may, on one or more occasionsat its option, upon not less than 10 30 nor more than 60 days’ prior notice, with a copy notice mailed by first-class mail to the Trustee, to each Holder of Notes to the registered address of such Holder appearing in the Notes Registereach Holder, redeem up to 4035% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) by it at a redemption price (expressed as a percentage equal to 108.625% of the aggregate principal amount of Notes to be redeemed) equal to 108.75%thereof, plus accrued and unpaid interestinterest thereon, if any, to but excluding, the applicable Redemption Date, subject to the right of Holders of Notes of record of the Notes on the relevant record date Record Date to receive interest due on the relevant interest payment dateInterest Payment Date, with the net cash proceeds received by the Company of one or more Equity Offerings of the CompanyOfferings; provided that not less than 50at least 65% of the sum of the aggregate principal amount of the then-outstanding Notes originally issued under this Indenture and any Additional Notes issued under this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrentlyredemption; provided, further, provided further that each such redemption occurs not later than 180 within 90 days after of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) At any time prior to April 15, 2013, the Issuer may redeem a portion of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to the registered address of each Holder, at a redemption price equal to 103.000% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the applicable Redemption Date, subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date; provided that in no event may the Issuer redeem more than 10% of the original aggregate principal amount of the Notes and any Additional Notes during any twelve-month period. (d) Except pursuant to clauses paragraph (a) and ), (b), (c) or (f) of this Section 5.63.07, the Notes shall not be redeemable at the CompanyIssuer’s option prior to November 1April 15, 20252013. (de) At any time On and from time to time on or after November 1April 15, 20252013, the Company Issuer may redeem the Notes, in whole or in part, upon not less than 10 30 nor more than 60 days’ prior noticenotice mailed by first-class mail, postage prepaid, with a copy to the Trustee, to each Holder of Notes to the registered address of such Holder appearing in the Notes Register each Holder, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date Record Date to receive interest due on the relevant interest payment dateInterest Payment Date, if redeemed during the twelve-month period beginning on November 1 April 15 of each of the years indicated in the table below: Year Percentage 2025 104.3752013 106.469 % 2026 2014 104.313 % 2015 102.156 % 2016 and thereafter 100.000100.000 % (ef) Notwithstanding the foregoing, in connection with any tender offer for The Issuer is entitled to redeem the Notes, including at its option, at any time as a Change of Control Offer or Asset Disposition Offerwhole but not in part, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 30 nor more than 60 days’ prior notice, with a copy notice mailed by first-class mail to the Trustee, to each Holder of Notes to the registered address of such Holder appearing in each Holder, at 100% of the Notes Registerprincipal amount thereof, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, plus accrued and unpaid interest, interest (if any) to the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), thereonin the event the Issuer has become or would become obligated to pay, on the next date on which any amount would be payable with respect to but excludingthe Notes, any Additional Amounts pursuant to Section 4.19 hereof as a result of: (i) a change in or an amendment to the laws (including any regulations promulgated thereunder) of any Relevant Taxing Jurisdiction; or (ii) any change in or amendment to any official position of a taxing authority in any Relevant Taxing Jurisdiction regarding the application or interpretation of such laws or regulations (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after April 9, 2010. Before the Issuer publishes or mails notice of redemption of the Notes as described above in this paragraph (f), the date Issuer shall deliver to the Trustee an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by taking reasonable measures available to it. The Issuer shall also deliver an opinion of independent legal counsel of recognized standing stating that the Issuer would be obligated to pay Additional Amounts as a result of a change in tax laws or regulations or the application or interpretation of such redemption. In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer laws or Asset Disposition Offer, Notes owned regulations by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption DateRelevant Taxing Jurisdiction. (g) Any redemption pursuant to this Section 5.6 3.07 shall be made pursuant to the provisions of Sections 5.1 3.01 through 5.63.06 hereof.

Appears in 1 contract

Sources: Indenture (Patheon Inc)

Optional Redemption. (a) Except as described below, the Notes will not be redeemable at the Issuer’s option prior to January 1, 2014. (b) At any time on or prior to November January 1, 20252014, the Company Issuer may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes in whole or in part, at its option(including any Additional Notes issued under this Indenture), upon not less than 10 30 nor more than 60 days’ notice, at a redemption price of 112.500% of the aggregate principal amount of the Notes, to be redeemed plus accrued and unpaid interest and Additional Interest, if any, to, but not including, the redemption date using the net cash proceeds of one or more Equity Offerings by the Issuer, provided that: (a) at least 65% of the aggregate principal amount of Notes originally issued under this Indenture remains outstanding immediately after the occurrence of such redemption; and (b) the redemption occurs within 60 days of the date of the closing of such Equity Offering. (c) During any twelve-month period commencing on the Issue Date and ending on or prior to January 1, 2014, the Issuer may redeem up to 10% of the aggregate principal amount of the Notes upon not less than 30 nor more than 60 days’ prior noticenotice mailed by first-class mail to each Holder’s registered address (or transferred otherwise in accordance with the applicable procedures of DTC) at a redemption price equal to 106.250% of the principal amount thereof, plus accrued and unpaid interest to the redemption date. (d) At any time prior to January 1, 2014, the Notes may be redeemed in whole or in part at the option of the Issuer upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address (or transmitted otherwise in accordance with the applicable procedures of DTC), with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at a redemption price (expressed as a percentage equal to 100% of the principal amount of the Notes to be redeemed) equal to 100.000% redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding, not including the date of redemption (the “Redemption Date”), subject to the rights right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date). (be) At any time and from time to time prior to November On or after January 1, 20252014, the Company may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage of the principal amount of Notes to be redeemed) equal to 108.75%, plus accrued and unpaid interest, if any, to but excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company of one or more Equity Offerings of the Company; provided that not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses (a) and (b) of this Section 5.6, the Notes shall not be redeemable at the Company’s option prior to November 1, 2025. (d) At any time and from time to time on or after November 1, 2025, the Company Issuer may redeem the Notes, in whole or in part, upon not less than 10 30 nor more than 60 days’ prior notice, with a copy to the Trustee, notice mailed by first-class mail to each Holder Holder’s registered address (or transmitted otherwise in accordance with the applicable procedures of Notes to the address of such Holder appearing in the Notes Register DTC), at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemedamount) set forth in the table below, below plus accrued and unpaid interest thereoninterest, if any, to on the Notes redeemed, to, but excluding not including, the applicable Redemption Dateredemption date, if redeemed during the period set forth below, subject to the right rights of Holders holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date: On or after January 1, if redeemed during the twelve-month period beginning on November 1 of each of the years indicated in the table below: Year Percentage 2025 104.3752014 to June 30, 2014 106.250% 2026 and thereafter On or after July 1, 2014 to December 31, 2014 104.688% On or after January 1, 2015 to June 30, 2015 103.125% On or after July 1, 2015 to December 31, 2015 101.563% On or after January 1, 2016 100.000% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but excluding, the date of such redemption. In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (f) Unless the Company Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Dateredemption date. (g) Any redemption pursuant to this Section 5.6 5 shall be made pursuant to the provisions of Sections 5.1 3.01 through 5.63.06 of the Indenture. (h) Except pursuant to the preceding Section 5(a), (b), (c) and (d), the Notes will not be redeemable at the Issuer’s option prior to their final maturity.

Appears in 1 contract

Sources: Indenture (Saratoga Resources Inc /Tx)

Optional Redemption. (a) Except as set forth in clauses (b) and (c) of this Section 5, the Notes shall not be redeemable at the option of the Company prior to June 15, 2011. Beginning on June 15, 2010, the Company may redeem all or a portion of the Notes, at once or over time, after giving the notice required pursuant to Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest on the Notes redeemed, to the applicable redemption date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month periods beginning on June 15 of the years set forth below: 2011 106.500 % 2012 103.250 % 2013 and thereafter 100.000 % (b) At any time and from time to time prior to June 15, 2011, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes issued under the Indenture at a redemption price (expressed as a percentage of principal amount) equal to 110% of the principal amount thereof, plus accrued and unpaid interest, if any, on the Notes to the redemption date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date) with the net cash proceeds of one or more Equity Offerings by the Company, provided, however, that (i) at least 65% of the aggregate principal amount of the Notes (including any PIK Notes issued under the Indenture) remains outstanding immediately after giving effect to such redemption; and (ii) any such redemption shall be made within 90 days of the date of closing of such Equity Offering. (c) At any time prior to November 1June 15, 20252011, the Company may at its option redeem the Notes in whole or in part, at its optiononce or over time, upon not less than 10 nor more than 60 days’ prior notice, with a copy after giving the notice required pursuant to Section 3.03 of the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes RegisterIndenture, at a redemption price (expressed as a percentage equal to 100% of the principal amount of the Notes to be redeemed) equal to 100.000% thereof plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding, the date of redemption (the “Redemption Date”), subject to the rights right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time an Interest Payment Date that is on or prior to November 1, 2025, the Company may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage of the principal amount of Notes to be redeemed) equal to 108.75%, plus accrued and unpaid interest, if any, to but excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company of one or more Equity Offerings of the Company; provided that not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses (a) and (b) of this Section 5.6, the Notes shall not be redeemable at the Company’s option prior to November 1, 2025. (d) At any time and from time to time on or after November 1, 2025, the Company may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on November 1 of each of the years indicated in the table below: Year Percentage 2025 104.375% 2026 and thereafter 100.000% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but excluding, the date of such redemption. In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (g) Any redemption pursuant to this Section 5.6 5 shall be made pursuant to the provisions of Sections 5.1 3.01 through 5.63.06 of the Indenture.

Appears in 1 contract

Sources: Indenture (Energy XXI Gulf Coast, Inc.)

Optional Redemption. (a) At any time prior to November 1October 15, 20252012, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes in whole or in part, at its optionissued under the Indenture, upon not less than 10 30 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at a redemption price (expressed as a percentage equal to 112.750% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to be redeemedthe date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date), with the net cash proceeds from one or more Equity Offerings by the Company; provided that: (A) at least 65% of the aggregate principal amount of Initial Notes (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (B) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to October 15, 2012, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100.000100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excludingto, the applicable date of redemption (the “Redemption Date”)redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to November 1, 2025, the Company may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage of the principal amount of Notes to be redeemed) equal to 108.75%, plus accrued and unpaid interest, if any, to but excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company of one or more Equity Offerings of the Company; provided that not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6Interest Payment Date. (c) Except pursuant to clauses (a) and (b) of this Section 5.6the preceding paragraphs, the Notes shall will not be redeemable at the Company’s option prior to November 1October 15, 20252012. (d) At any time and from time to time on On or after November 1October 15, 20252012, the Company may on any one or more occasions redeem all or a part of the Notes, in whole or in part, upon not less than 10 30 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemedamount) set forth in the table below, plus accrued and unpaid interest thereoninterest, if any, on the Notes redeemed, to but excluding the applicable Redemption Date, subject to the right date of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment dateredemption, if redeemed during the twelve-month period beginning on November 1 of each October 15 of the years indicated in below, subject to the table belowrights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date: Year Percentage 2025 104.3752012. 106.375 % 2026 2013 and thereafter 100.000% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90100.000 % in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but excluding, the date of such redemption. In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Dateredemption date. (g) Any redemption pursuant to this Section 5.6 shall be made pursuant to the provisions of Sections 5.1 through 5.6.

Appears in 1 contract

Sources: Indenture (Unisys Corp)

Optional Redemption. (a) At The Notes may be redeemed on any time prior to November 1one or more occasions, 2025, the Company may redeem the Notes in whole or in part, at its optionany time prior to , 2020, at the option of the Company upon not less than 10 15 nor more than 60 days’ prior noticenotice (except that such notice may be sent more than 60 days prior to a redemption date if such notice is issued in connection with Article 8 or Article 11) mailed by first class mail (and/or, with a copy to the Trusteeextent permitted by Applicable Procedures or regulations, transmitted electronically) to each Holder of Notes to the address of such Holder appearing in the Notes RegisterHolder’s registered address, at a redemption price (expressed as a percentage Redemption Price equal to 100% of the principal amount of the Notes to be redeemed) equal to 100.000% redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding, the date of redemption (the “Redemption Date”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to November 1, 2025, the Company may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage of the principal amount of Notes to be redeemed) equal to 108.75%Premium, plus accrued and unpaid interest, if any, to to, but excludingnot including, the applicable Redemption Date, redemption date (subject to the right of registered Holders of record of the Notes on the a relevant record date Record Date to receive interest due on a relevant Interest Payment Date). (b) At any time prior to , 2020, the relevant interest payment dateCompany may at its option, with the net cash proceeds received by the Company of one or more Qualified Equity Offerings Offerings, redeem on any one or more occasions up to 40% of the Companyaggregate principal amount of the outstanding Notes (including Additional Notes) at a Redemption Price equal to 108.000% of the principal amount of the Notes redeemed, plus accrued and unpaid interest thereon, if any, to, but not including, the redemption date (subject to the right of registered Holders of the Notes on a relevant Record Date to receive interest due on a relevant Interest Payment Date); provided that not less than (1) at least 50% of the aggregate principal amount of the then-outstanding Notes originally issued under this Indenture (calculated after giving effect to the original issuance of any Additional Notes) remains outstanding immediately after the occurrence of each any such redemption (including Additional Notes but excluding Notes held by the Company or its Subsidiaries) and (2) any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 within 90 days after following the date of closing of the related any such Qualified Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses clause (a) and or (b) of this Section 5.63.07 or pursuant to Section 3.09, the Notes shall not be redeemable at the Company’s option prior to November 1, 20252020. (d) At The Notes may be redeemed on any time and from time to time on one or after November 1, 2025, the Company may redeem the Notesmore occasions, in whole or in part, at any time on or after , 2020, at the option of the Company upon not less than 10 15 nor more than 60 days’ prior notice, notice (except that such notice may be sent more than 60 days prior to a redemption date if such notice is issued in connection with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register Article 8 or Article 11) at the redemption prices following Redemption Prices (expressed as percentages of the principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on November 1 of each of the years indicated in the table below: Year Percentage 2025 104.375% 2026 and thereafter 100.000% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereonto, to but excludingnot including, the redemption date (subject to the right of such redemption. In determining whether the registered Holders of at least 90% the Notes on a relevant Record Date to receive interest due on a relevant Interest Payment Date), if redeemed during the 12-month period beginning on of the aggregate principal amount of the outstanding Notes have validly tendered years indicated below: 2020 102.000 % 2021 101.000 % 2022 and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer.thereafter 100.000 % (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (ge) Any redemption pursuant to this Section 5.6 3.07 shall be made pursuant to the provisions of Sections 5.1 3.01 through 5.63.06.

Appears in 1 contract

Sources: Indenture (Concordia International Corp.)

Optional Redemption. (a) At any time prior to November September 1, 20252024, the Company may redeem the Notes in whole or in part, at its option, upon not less than 10 30 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at a redemption price (expressed as a percentage of the principal amount of the Notes to be redeemed) equal to 100.000% plus the relevant Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding, the date of redemption (the “Redemption Date”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to November September 1, 20252024, the Company may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 4035.0% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage of the principal amount of Notes to be redeemed) equal to 108.75104.875%, plus accrued and unpaid interest, if any, to but excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds Net Cash Proceeds received by the Company Issuer of one or more Equity Offerings of the CompanyIssuer; provided that not less than 5060.0% of the original aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but redemption, excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, provided further that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.65.5. (c) Except pursuant to clauses (a) and (b) of this Section 5.6, the Notes shall will not be redeemable at the CompanyIssuer’s option prior to November September 1, 20252024. (d) At any time and from time to time on or after November September 1, 20252024, the Company Issuer may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on November September 1 of each of the years indicated in the table below: Year Percentage 2024 102.43750 % 2025 104.375101.21875 % 2026 and thereafter 100.000100.00000 % (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 9090.0% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive feefee payable in a tender offer other than a Change of Control Offer of Asset Disposition Offer) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but excludingnot including, the date of such redemption. In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (f) Unless the Company Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (g) For the avoidance of doubt, the requirement to make any payment described in this Section 5.6 shall only arise in connection with the Issuer’s voluntary election, if any, to redeem Notes pursuant to the Optional Redemption provisions of this Indenture, and not in connection with any other payment, distribution, recovery or satisfaction in respect of the Notes, including in the case of a default, voluntary or otherwise. (h) Any redemption pursuant to this Section 5.6 shall be made pursuant to the provisions of Sections 5.1 through 5.65.5.

Appears in 1 contract

Sources: Indenture (Carvana Co.)

Optional Redemption. (a) At any time prior to November 1August 10, 20252019, the Company may redeem the Notes in whole or in part, at its option, upon not less than 10 15 nor more than 60 days’ prior noticenotice , with a copy to the Trustee, to each Holder of the Notes to the address of such Holder appearing in the Notes Register, at a redemption price (expressed as a percentage percentages of the principal amount of the Notes to be redeemed) equal to 100.000100% of the principal amount of such Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding, excluding the date of redemption (the “Redemption Date”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to November 1August 10, 20252019, the Company may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, may redeem Notes with a copy to the Trustee, to each Holder of Notes to Net Cash Proceeds received by the address of such Holder appearing in the Notes Register, redeem up to 40% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) Company from any Equity Offering at a redemption price (expressed as a percentage of the principal amount of Notes to be redeemed) equal to 108.75%, 106.125% plus accrued and unpaid interest, if any, to but excluding, excluding the applicable Redemption Date, subject in an aggregate principal amount for all such redemptions not to exceed 40% of the right of Holders of record original aggregate principal amount of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company of one or more Equity Offerings of the Company(including Additional Notes); provided that (1) in each case the redemption takes place not later than 180 days after the closing of the related Equity Offering, and (2) not less than 50% of the original aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but thereafter, excluding Notes held by the Company or any of its the Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses (a) and (b) of this Section 5.65.7 or as otherwise set forth below, the Notes shall will not be redeemable at the Company’s option prior to November 1August 10, 20252019. The Company will not, however, be prohibited from acquiring the Notes by means other than a redemption, whether pursuant to a tender offer, open market purchase or otherwise, so long as the acquisition does not violate the terms of this Indenture. (d) At any time and from time to time on or after November 1August 10, 20252019, the Company may redeem the Notes, Notes in whole or in part, upon not less than 10 15 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of the Notes to the address of such Holder appearing in the Notes Register at a redemption price equal to the redemption prices (expressed as percentages percentage of principal amount of the Notes to be redeemed) set forth in the table below, below plus accrued and unpaid interest thereoninterest, if any, to on the Notes redeemed, to, but excluding excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on November 1 of each August 10 of the years year indicated in the table below: Year Percentage 2025 104.3752019 103.063 % 2026 2020 101.531 % 2021 and thereafter 100.000100.000 % (e) Notwithstanding If the foregoing, in connection with any tender offer for optional Redemption Date is on or after a record date and on or before the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holderscorresponding interest payment date, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interestinterest up to, if any, thereon, to but excluding, the Redemption Date will be paid on the Redemption Date to the Holder in whose name the Note is registered at the close of business on such record date in accordance with the applicable procedures of such redemption. In determining whether the DTC, and no additional interest will be payable to Holders of at least 90% of the aggregate principal amount of the outstanding whose Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned will be subject to redemption by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (g) The Company may, at its option, redeem the Notes, in whole but not in part, at any time upon not less than 15 days’ nor more than 60 days’ written notice to the Holders of the Notes and the Trustee (which notice shall be given in accordance with the provisions of Sections 5.1 through 5.6), at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the date fixed for redemption (a “Tax Redemption Date”), premium, if any, and all Additional Amounts, if any, then due and which will become due on the Tax Redemption Date as a result of the redemption or otherwise, if the Company determines in that the Company or any Guarantor (including, in each case, a successor entity) is, or on the next date on which any amount would be payable in respect of the Notes, would be obligated to pay Additional Amounts in respect of the Notes pursuant to the terms and conditions thereof, which the Company or Guarantor or successor entity (as the case may be) cannot avoid by the use of reasonable measures available to it (including, without limitation, making payment through a payment agent located in another jurisdiction), as a result of: (1) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of any Relevant Tax Jurisdiction affecting taxation which becomes effective on or after the Issue Date or, in the case of a Relevant Tax Jurisdiction that did not become a Relevant Tax Jurisdiction until after the Issue Date, the date on which such Relevant Tax Jurisdiction became a Relevant Tax Jurisdiction under this Indenture; or (2) any change in, or amendment to, the official written application, administration, or interpretation of the laws, regulations or rulings of any Relevant Tax Jurisdiction (including by virtue of a holding, judgment, or order by a court of competent jurisdiction or change in published practice or revenue guidance), on or after the Issue Date or, in the case of a Relevant Tax Jurisdiction that did not become a Relevant Tax Jurisdiction until after the Issue Date, the date on which such Relevant Tax Jurisdiction became a Relevant Tax Jurisdiction under this Indenture (each of the foregoing clauses (1) and (2), a “Change in Tax Law”). Prior to the sending of any notice of redemption pursuant to this Section 5.7(g), the Company will deliver to the Trustee: (1) an Officer’s Certificate stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company to so redeem have occurred (including that such obligation to pay such Additional Amounts cannot be avoided by the Company taking reasonable measures available to it); and (2) a written opinion of independent legal counsel of recognized standing qualified under the laws of the Relevant Tax Jurisdiction to the effect that the Company is or would be obligated to pay such Additional Amounts as a result of a Change in Tax Law. The Trustee will accept, and shall be entitled to rely on, such Officer’s Certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent described above, without further inquiry, in which event it will be conclusive and binding on the Holders. Notwithstanding the foregoing, the Company may not redeem the Notes under this Section 5.7(g) if the Change in Tax Law obliging the Company to pay Additional Amounts was (i) officially announced by the Relevant Tax Jurisdiction’s tax authority or a court or (ii) validly enacted into law by the Relevant Tax Jurisdiction, in each case, prior to the Issue Date or, in the case of a Relevant Tax Jurisdiction that did not become a Relevant Tax Jurisdiction until after the Issue Date, the date on which such Relevant Tax Jurisdiction became a Relevant Tax Jurisdiction under this Indenture. Notwithstanding the foregoing, no such notice of redemption will be given (a) earlier than 90 days prior to the earliest date on which the Company would be obliged to make such payment of Additional Amounts or withholding if a payment in respect of the Notes were then due and (b) unless at the time such notice is given, the obligation to pay Additional Amounts remains in effect. The provisions of this Section 5.7(g) shall apply mutatis mutandis to any successor Person, after such successor Person becomes a party to this Indenture, with respect to a Change in Tax Law occurring after the time such successor Person becomes a party to this Indenture. (h) Any redemption pursuant to this Section 5.6 5.7 shall be made pursuant to the provisions of Sections 5.1 through 5.6.

Appears in 1 contract

Sources: Indenture (Atento S.A.)

Optional Redemption. (a) At any time prior to November 1May 15, 2025, the Company Issuer may redeem the Notes in whole or in part, at its their option, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at a redemption price (expressed as a percentage of the principal amount of the Notes to be redeemed) equal to 100.000% plus the relevant Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding, the date of redemption (the “Redemption Date”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to November 1May 15, 2025, the Company Issuer may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 4040.0% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage of the principal amount of Notes to be redeemed) equal to 108.75108.750%, plus accrued and unpaid interest, if any, to but excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company Issuer of one or more Equity Offerings of the CompanyIssuer; provided that not less than 5050.0% of the original aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company Issuer or any of its their Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, provided further that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses (a) and (b) of this Section 5.65.7, the Notes shall will not be redeemable at the CompanyIssuer’s option prior to November 1May 15, 2025. (d) At any time and from time to time on or after November 1May 15, 2025, the Company Issuer may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month twelve‑month period beginning on November 1 May 15 of each of the years indicated in the table below: Year Percentage 2025 104.375% 2026 102.188% 2027 and thereafter 100.000% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer, Collateral Asset Disposition Offer or Asset Disposition Offer, if Holders of not less than 9090.0% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the CompanyIssuer, or any third party making such tender offer in lieu of the CompanyIssuer, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company Issuer or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but excluding, the date of such redemption. In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (f) Unless the Company defaults Issuer default in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (g) Any redemption pursuant to this Section 5.6 5.7 shall be made pursuant to the provisions of Sections Section 5.1 through 5.6.

Appears in 1 contract

Sources: Indenture (Frontier Communications Parent, Inc.)

Optional Redemption. (a) At any time prior to November May 1, 20252026, the Company may redeem the Notes Notes, in whole or in part, at its option, upon not less than 10 nor more than 60 days’ prior noticenotice by electronic delivery or first class mail, postage prepaid, with a copy to the TrusteeTrustee and the Agent, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at a redemption price (expressed as a percentage percentages of the principal amount of the Notes to be redeemed) equal to 100.000% of the principal amount of Notes redeemed plus the relevant Applicable Premium as of, and accrued and unpaid interestinterest and Additional Interest, if any, on the Notes redeemed, to but excluding, excluding the applicable date of redemption (the “Redemption Date”), subject to the rights of Holders holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to November May 1, 20252026, the Company may, on one or more occasionsat its option, upon not less than 10 nor more than 60 days’ prior noticenotice by electronic delivery or first class mail, postage prepaid, with a copy to the TrusteeTrustee and the Agent, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of the original aggregate principal amount of Notes (including Additional Notes) issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage of the principal amount of Notes to be redeemed) equal to 108.75%, plus accrued and unpaid interest, if any, to but excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company of one or more Equity Offerings of the Company; provided that not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses (a) and (b) of this Section 5.6, the Notes shall not be redeemable at the Company’s option prior to November 1, 2025. (d) At any time and from time to time on or after November 1, 2025, the Company may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in equal to 106.750% of the table belowaggregate principal amount thereof, plus accrued and unpaid interest thereonand Additional Interest, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during with the twelve-month period beginning on November 1 Net Cash Proceeds received by the Company of each one or more Equity Offerings of the years indicated in the table below: Year Percentage 2025 104.375% 2026 and thereafter 100.000% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of Company; provided that not less than 9060% in of the original aggregate principal amount of Notes initially issued under this Indenture remains outstanding immediately after the outstanding Notes validly tender and do not validly withdraw occurrence of each such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but excluding, the date of such redemption. In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned held by the Company or any of its Affiliates or by funds controlled or managed by any Affiliate Restricted Subsidiaries); provided further that each such redemption occurs not later than 180 days after the date of closing of the Company, or any successor thereof, Equity Offering. The Agent shall be deemed select the Notes to be outstanding for the purposes of such tender offer. (f) Unless the Company defaults purchased in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (g) Any redemption pursuant to this Section 5.6 shall be made pursuant to the provisions of manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses (a) and (b) of this Section 5.7, the Notes will not be redeemable at the Company’s option prior to May 1, 2026.

Appears in 1 contract

Sources: Indenture (Churchill Downs Inc)

Optional Redemption. (a) At any time prior Prior to November 1, 2025the Par Call Date, the Company Issuers may redeem all or part of the Notes, after having sent a notice of redemption as described in Section 3.03 of the Original Indenture (except that, for the purposes of the Notes in whole or in partissued under the Fifteenth Supplemental Indenture, at its option, such notice shall be required to be sent upon not less than 10 15 nor more than 45 days’ notice, rather than upon not less than 30 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register), at a redemption price equal to the greater of (expressed as a percentage i) 100% of the principal amount of Notes or (ii) the Notes sum of the present value at such redemption date of all remaining scheduled payments of principal and interest on such Note through the Par Call Date (excluding accrued but unpaid interest to be redeemed) the redemption date)), discounted to the date of redemption using a discount rate equal to 100.000% the Treasury Rate plus the Applicable Premium as of25 basis points, and plus, in each case, accrued and unpaid interest, if any, to but excludingnot including, the date of redemption (the “Redemption Date”)date, subject to the rights right of Holders holders of record on the relevant record date Record Date to receive interest due on the relevant interest payment dateInterest Payment Date. (b) At On or after the Par Call Date, the Notes may be redeemed at the Issuers’ option, at any time and in whole or from time to time prior to November 1in part, 2025, the Company may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage equal to 100% of the principal amount of the Notes to be being redeemed) equal to 108.75%, plus accrued and unpaid interest, if any, to to, but excludingnot including, the applicable Redemption Dateredemption date, subject to the right of Holders holders of record of the Notes on the relevant record date Record Date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company of one or more Equity Offerings of the Company; provided that not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses (a) and (b) of this Section 5.6, the Notes shall not be redeemable at the Company’s option prior to November 1, 2025. (d) At any time and from time to time on or after November 1, 2025, the Company may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on November 1 of each of the years indicated in the table below: Year Percentage 2025 104.375% 2026 and thereafter 100.000% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but excluding, the date of such redemption. In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Interest Payment Date. (g) Any redemption pursuant to this Section 5.6 shall be made pursuant to the provisions of Sections 5.1 through 5.6.

Appears in 1 contract

Sources: Fifteenth Supplemental Indenture (AerCap Holdings N.V.)

Optional Redemption. (a) At any time prior to November 1July 15, 20252027, the Company may redeem all or a part of the Notes in whole or in part, at its option, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes RegisterNotes, at a redemption price (expressed as a percentage equal to 100% of the principal amount of the Notes to be redeemed) equal to 100.000% redeemed plus the Applicable Premium as of, and plus accrued and unpaid interest, if any, on the Notes redeemed, to but excluding, the redemption date of redemption (the “Redemption Date”), subject to the rights right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time time, in connection with any tender offer or other offer to purchase any series of Notes (including pursuant to a Change of Control Offer or Asset Sale Offer), if not less than 90% in aggregate principal amount of the outstanding Notes of such series validly tender and from time do not withdraw such Notes in such offer, all of the holders of such series of Notes will be deemed to time prior have consented to November 1, 2025such tender or other offer and accordingly, the Company may, on one or more occasionsany third party purchasing or acquiring the Notes in lieu of the Company will have the right, upon not less than 10 nor more than 60 days’ prior notice, with given not more than 60 days following such purchase, to redeem all Notes of such series that remain outstanding following such purchase at a copy price equal to the Trusteeprice paid to holders in such purchase, to each Holder of plus accrued and unpaid interest, if any, on such Notes to (but not including) the address Redemption Date (subject to the right of such Holder appearing holders of record on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the redemption date). (c) At any time and from time to time on or prior to July 15, 2027, the Company may redeem in the Notes Register, redeem aggregate up to 40% of the original aggregate principal amount of the Notes issued under this Indenture on the Issue Date (together with calculated after giving effect to any issuance of Additional Notes) with the net cash proceeds of one or more Subsequent Equity Offerings (1) by the Company or (2) by any direct or indirect parent of the Company to the extent the net cash proceeds thereof are contributed to the common equity capital of the Company or used to purchase Capital Stock (other than Disqualified Stock) of the Company from it, at a redemption price (expressed as a percentage of the principal amount thereof) of Notes to be redeemed) equal to 108.75111.125%, plus accrued and unpaid interest, if any, interest to but excluding, the applicable Redemption Date, redemption date (subject to the right of Holders holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date); provided, with the net cash proceeds received by the Company of one or more Equity Offerings of the Company; provided that not less than however, that (1) at least 50% of the original aggregate principal amount of the then-Notes (calculated after giving effect to any issuance of Additional Notes) must remain outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption redemption; and (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, 2) that each such redemption occurs not later than shall occur within 180 days after the date on which any such Subsequent Equity Offering is consummated upon not less than ten nor more than 60 days’ notice mailed by first-class mail to each holder of closing of Notes being redeemed and otherwise in accordance with the related Equity Offering. The Trustee shall select the Notes to be purchased procedures set forth in the manner described under Sections 5.1 through 5.6this Indenture. (cd) Except pursuant to clauses the preceding paragraphs (a) and through (b) of this Section 5.6c), the Notes shall will not be redeemable at the Company’s option prior to November 1July 15, 20252027. (de) At any time On and from time to time on or after November 1July 15, 20252027, the Company may may, at its option, on one or more occasions, redeem the Notes, in whole all or in part, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder portion of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of the aggregate principal amount of the Notes to be redeemedthereof) set forth in the table below, plus accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on November 1 of each of the years indicated in the table below: Year Percentage 2025 104.375% 2026 and thereafter 100.000% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereonon the Notes redeemed, to but excludingthe Redemption Date, if redeemed during the date of such redemption. In determining whether the Holders of at least 90% 12-month period beginning on July 15 of the aggregate principal amount of the outstanding Notes have validly tendered years indicated below: Year Percentage 2027 105.563 % 2028 102.781 % 2029 and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer.thereafter 100.000 % (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (g) Any redemption pursuant to this Section 5.6 3.07 shall be made pursuant to the provisions of Sections 5.1 3.01 through 5.63.06 hereof. (g) Notice of any redemption (including with net cash proceeds of a Subsequent Equity Offering) may, at the Company’s discretion, be subject to one or more conditions precedent, including, without limitation, the consummation of an incurrence or issuance of debt or equity or a Change of Control. If any Notes are listed on an exchange, and the rules of such exchange so require, the Company will notify the exchange of any such notice of redemption. In addition, the Company will notify the exchange of the principal amount of any Notes outstanding following any partial redemption of Notes. If any condition precedent has not been satisfied, the Company shall, for informational purposes, provide written notice to the Trustee by 10 A.M., New York City time, on the Redemption Date, stating that such condition has not been satisfied, the notice of redemption is rescinded or delayed and the redemption shall not occur or shall be delayed.

Appears in 1 contract

Sources: Indenture (Sabre Corp)

Optional Redemption. (a) At any time prior to November 1April 15, 20252016, the Company may on any one or more occasions redeem up to 35% of the Notes in whole or in part, at its option, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder aggregate principal amount of Notes to the address of such Holder appearing in the Notes Registerissued under this Indenture, at a redemption price (expressed as a percentage equal to 108.750% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to be redeemedthe date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with an amount of cash not greater than the net proceeds from one or more Equity Offerings by the Company; provided that: (1) at least 65% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 180 days of the date of the closing of such Equity Offering. (b) At any time prior to April 15, 2016, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100.000100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding, the date of redemption (the “Redemption Date”)redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (c) The Company may redeem the Notes when permitted by, and pursuant to the conditions in, Section 4.15(e) hereof. (d) Except pursuant to Sections 3.07(a), (b) At any time and from time to time (c) hereof, the Notes will not be redeemable at the Company’s option prior to November 1April 15, 20252016. (e) On or after April 15, 2016, the Company may, may on any one or more occasionsoccasions redeem all or a part of the Notes, upon not less than 10 30 nor more than 60 days’ prior notice, with a copy to at the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price prices (expressed as a percentage percentages of the principal amount of Notes to be redeemedamount) equal to 108.75%set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to but excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company of one or more Equity Offerings of the Company; provided that not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses (a) and (b) of this Section 5.6, the Notes shall not be redeemable at the Company’s option prior to November 1, 2025. (d) At any time and from time to time on or after November 1, 2025, the Company may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment dateredemption, if redeemed during the twelve-month period beginning on November 1 of each April 15 of the years indicated in below, subject to the table belowrights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2025 104.3752016 106.563 % 2026 2017 104.375 % 2018 and thereafter 100.000% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90100.000 % in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but excluding, the date of such redemption. In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Dateredemption date. (gf) Any redemption pursuant to this Section 5.6 3.07 shall be made pursuant to the provisions of Sections 5.1 3.01 through 5.63.06 hereof.

Appears in 1 contract

Sources: Indenture (Lonestar Resources US Inc.)

Optional Redemption. (a) At Subject to Section 1.02 hereof, the provisions of Article 11 of the Base Indenture, as supplemented by the provisions of this Supplemental Indenture, shall apply to the Notes. (b) Prior to the Applicable Par Call Date (or, in the case of the 2026 Notes, at any time prior to November 1, 2025their Stated Maturity), the Company may redeem the Notes of any series at its option, in whole or in part, at its option, upon not less than 10 nor more than 60 days’ prior notice, with a copy any time and from time to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Registertime, at a redemption price Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (i) (A) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes of such series discounted to the relevant Redemption Date (assuming such Notes matured on the Applicable Par Call Date or, in the case of the 2026 Notes, on their Stated Maturity) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points for the 2026 Notes, 20 basis points for the 2028 Notes, 25 basis points for the 2030 Notes, 25 basis points for the 2033 Notes, 30 basis points for the 2043 Notes, 30 basis points for the 2053 Notes and 35 basis points for the 2063 Notes less (B) interest accrued and unpaid to the relevant Redemption Date; and (ii) 100% of the principal amount of the Notes to be redeemed, plus, in the case of either clause (i) equal to 100.000% plus the Applicable Premium as ofor (ii), and accrued and unpaid interest, if any, interest thereon to but excluding, the date of redemption (the “relevant Redemption Date”), subject to . On or after the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to November 1, 2025, the Company may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with Applicable Par Call Date for a copy to the Trustee, to each Holder series of Notes to (other than the address of such Holder appearing in the Notes Register, redeem up to 40% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional 2026 Notes) at a redemption price (expressed as a percentage of the principal amount of Notes to be redeemed) equal to 108.75%, plus accrued and unpaid interest, if any, to but excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company of one or more Equity Offerings of the Company; provided that not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses (a) and (b) of this Section 5.6, the Notes shall not be redeemable at the Company’s option prior to November 1, 2025. (d) At any time and from time to time on or after November 1, 2025, the Company may redeem the NotesNotes of such series, in whole or in part, upon not less than 10 nor more than 60 days’ prior noticeat any time and from time to time, with at a copy Redemption Price equal to 100% of the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the such Notes to be redeemed) set forth in the table below, being redeemed plus accrued and unpaid interest thereon, if any, thereon to but excluding the relevant Redemption Date. The Company’s actions and determinations in determining the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on November 1 of each of the years indicated in the table below: Year Percentage 2025 104.375% 2026 and thereafter 100.000% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but excluding, the date of such redemption. In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, Price shall be deemed to be outstanding conclusive and binding for the purposes of such tender offerall purposes, absent manifest error. (fc) Unless On and after the Redemption Date for a series of Notes, interest will cease to accrue on such Notes or portions thereof called for redemption, unless the Company defaults in the payment of the redemption priceRedemption Price. On or before the Redemption Date for any Notes, interest will cease the Company shall deposit with the Trustee or a Paying Agent, funds sufficient to accrue 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 that relates to the Note will 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. For so long as the Notes are held by the Depositary, the redemption of the Notes shall be done in accordance with the policies and procedures of the Depositary. The Company need not issue, authenticate, register the transfer of or exchange any Notes or portions thereof called for a period of fifteen (15) days before the electronic delivery or mailing of a notice of redemption, nor need the Company register the transfer or exchange of any Note selected for redemption on the applicable Redemption Datein whole or in part. (gd) Any Notice of any redemption pursuant to this Section 5.6 4.01 shall be made 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 provisions Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (b), shall be set forth in an Officer’s Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of Sections 5.1 through 5.6redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price. (e) Notice of any redemption of Notes pursuant to this Section 4.01 may, at the Company’s discretion, be given subject to one or more conditions precedent, including, but not limited to, completion of a corporate transaction that is pending (such as an equity or equity-linked offering, an incurrence of indebtedness or an acquisition or other strategic transaction involving a change of control in the Company or another entity). If such redemption is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or otherwise waived on or prior to the Business Day immediately preceding the relevant Redemption Date. The Company shall provide written notice to the Trustee prior to the close of business on the Business Days prior to the Redemption Date if any such redemption has been rescinded or delayed, and upon receipt the Trustee shall provide such notice to each Holder of the Notes in the same manner in which the notice of redemption was given. (f) The Company 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 Company shall not be able or willing to waive such conditions precedent, in each case subject to policies and procedures of the Depositary. Once notice of redemption is mailed or sent, subject to the satisfaction of any conditions precedent provided in the notice of redemption, the Notes called for redemption will become due and payable on the Redemption Date and at the applicable Redemption Price as set forth in this Section 4.01.

Appears in 1 contract

Sources: Nineteenth Supplemental Indenture (Intel Corp)

Optional Redemption. Except as provided in paragraphs (a) At any time and (b) below and Section 4.15 hereof, the Notes shall not be redeemable at the Issuer’s option prior to November August 1, 20252024. Thereafter, the Company may redeem Notes shall be subject to redemption at the Notes option of the Issuer, in whole or in part, at its option, upon not less than 10 nor days’ or more than 60 days’ prior written notice, with a copy to at the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at a redemption price prices (expressed as a percentage percentages of the principal amount of the Notes to be redeemedamount) equal to 100.000% plus the Applicable Premium as ofset forth below, and together with accrued and unpaid interest, if any, interest thereon to but excluding, the applicable redemption date of redemption (the “Redemption Date”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to November 1, 2025, the Company may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage of the principal amount of Notes to be redeemed) equal to 108.75%, plus accrued and unpaid interest, if any, to but excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive payments of interest due on the relevant related interest payment date), with if redeemed during the net cash proceeds received by the Company of one or more Equity Offerings 12-month period beginning on August 1 of the Company; provided that not less than 50years indicated below: 2024 103.750 % of the aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6.2025 101.875 % 2026 and thereafter 100.000 % (c) Except pursuant to clauses (a) and (b) of this Section 5.6Notwithstanding the foregoing, the Notes shall not be redeemable at the Company’s option prior to November 1, 2025. (d) At any time and from time to time on or after November prior to August 1, 20252024, the Company Issuer may redeem up to 40% of the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of original aggregate principal amount of the Notes outstanding at a redemption price equal to be redeemed) set forth in 107.500% of the table belowprincipal amount thereof on the repurchase date, plus together with accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date, such redemption date (subject to the right rights of Holders of record of the Notes on the relevant record date to receive payments of interest due on the related interest payment date), with an amount equal to the net cash proceeds of one or more public or private sales of Qualified Capital Stock (each, an “Equity Offering”), other than proceeds from a sale to the Issuer or any of its Subsidiaries or any employee benefit plan in which the Issuer or any of its Subsidiaries participates; provided that (i) at least 60% in aggregate principal amount of the Notes originally issued remains outstanding immediately after the occurrence of such redemption (including additional Notes but excluding Notes held by the Issuer or any of its Restricted Subsidiaries) unless all such Notes are redeemed substantially concurrently and (ii) such redemption occurs no later than the 120th day following such sale of Qualified Capital Stock. (b) In addition, at any time and from time to time prior to August 1, 2024, the Issuer may redeem all or any portion of the Notes outstanding at a redemption price equal to (i) 100% of the aggregate principal amount of the Notes to be redeemed, together with accrued and unpaid interest to such redemption date (subject to the rights of Holders of record of the Notes on the relevant record date to receive payments of interest on the related interest payment date), if redeemed during plus (ii) the twelve-month period beginning on November 1 Make Whole Amount. (c) In connection with any redemption of each Notes described in clauses (a), (b) and (c) above, such redemption may, at the Issuer’s discretion, be subject to one or more conditions precedent, including any related Equity Offering, issuance of the years indicated Indebtedness or other transaction. If such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the table below: Year Percentage 2025 104.375% 2026 Issuer’s discretion, such redemption may not occur and thereafter 100.000%such notice may be rescinded, or the redemption date may be delayed or extended, in the event that any or all such conditions shall not have been satisfied by the redemption date. (ed) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer or Change of Control Offer and the CompanyIssuer, or any third party making such tender offer or Change of Control Offer in lieu of the CompanyIssuer, purchases all of the Notes validly tendered and not validly withdrawn by such Holdersholders, the Company Issuer or such third party shall will have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date date, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder holder (excluding any early tender or incentive fee) in such tender offer or Change of Control Offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to to, but excluding, the date of such redemption. In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (g) Any redemption pursuant to this Section 5.6 shall be made pursuant to the provisions of Sections 5.1 through 5.6.

Appears in 1 contract

Sources: Indenture (Akumin Inc.)

Optional Redemption. (a) Except as provided in this paragraph (5), the Notes will not be redeemable at the Issuers’ option prior to September 1, 2022. (b) At any time prior to November September 1, 20252022, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes in whole or in part, at its optionissued under the Indenture, upon not less than 10 15 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at a redemption price (expressed as a percentage equal to 107.875% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to be the redemption date (subject to the rights of holders of Notes on the relevant record date to receive interest on the relevant interest payment date) with an amount not to exceed the net cash proceeds of one or more Equity Offerings consummated after the Issue Date; provided that: (i) at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (unless all such Notes are otherwise repurchased or redeemed); and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (c) At any time prior to September 1, 2022, the Issuers may on any one or more occasions redeem all or a part of the Notes upon not less than 15 nor more than 60 days’ notice, at a redemption price equal to 100.000100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding, the date of redemption (the “Redemption Date”)redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to November 1, 2025, the Company may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder holders of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage of the principal amount of Notes to be redeemed) equal to 108.75%, plus accrued and unpaid interest, if any, to but excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with . The Issuers shall notify the net cash proceeds received by the Company of one or more Equity Offerings Trustee of the Company; provided that not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately Applicable Premium promptly after the occurrence of each such redemption (including Additional Notes but excluding Notes held by calculation, and the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses (a) and (b) of this Section 5.6, the Notes shall not be redeemable at the Company’s option prior to November 1, 2025responsible for such calculation. (d) At any time and from time to time on On or after November September 1, 20252022, the Company Issuers may on any one or more occasions redeem all or a part of the Notes, in whole or in part, upon not less than 10 15 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages a percentage of principal amount of the Notes to be redeemedNotes) set forth in the table below, plus accrued and unpaid interest thereoninterest, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment redemption date, if redeemed during the twelve-month period beginning on November September 1 of each of the years indicated in the table below: Year Percentage 2025 104.3752022 103.938 % 2026 2023 101.969 % 2024 and thereafter 100.000% (e) Notwithstanding 100.000 % If an optional redemption date is on or after an interest record date and on or before the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holdersrelated interest payment date, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereonwill be paid to the Person in whose name the Notes is registered at the close of business on such record date, and no additional interest will be payable to but excluding, Holders whose Notes will be subject to redemption by the date Issuers. The Company or any of such redemption. In determining whether the Holders of its Restricted Subsidiaries may at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered any time and not validly withdrawn such from time to time purchase Notes in a tender offer, including a Change of Control Offer the open market or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (f) otherwise. Unless the Company defaults Issuers default in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Dateredemption date. (ge) Any redemption pursuant to this Section 5.6 shall be made In the event that holders of not less than 90% in aggregate principal amount of the outstanding Notes accept a Change of Control Offer (as defined below) and the Issuers (or any third party making such Change of Control Offer in lieu of the Issuers) purchases all of the Notes held by such holders, the Issuers will have the right, given not more than 30 days following the purchase pursuant to the Change of Control Offer described below, to redeem all of the Notes that remain outstanding following such purchase at a purchase price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to, but not including, the date of repurchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date occurring on or prior to the repurchase date). (f) Subject to the provisions described below, the Company shall (including, for the purposes of Sections 5.1 through 5.6this paragraph, any Guarantor and any successor to the Company or any Guarantor) have the right, at its election, to redeem all, but not less than all, of the Notes for cash at a redemption price equal to the principal amount of the Notes plus accrued and unpaid interest to, but excluding, the redemption date, at any time, but only if: (1) the Company has (or, on the next interest payment date, would) become obligated to pay any Additional Amounts to holders as a result of any Change in Tax Law; (2) the Company cannot avoid such obligation by taking commercially reasonable measures available to it; and (3) the Company delivers to the trustee (i) an opinion of outside legal counsel of recognized standing in the Relevant Taxing Jurisdiction attesting to clause (1) above; and (ii) an officer’s certificate attesting to clauses (1) and (2) above.

Appears in 1 contract

Sources: Indenture (Herbalife Nutrition Ltd.)

Optional Redemption. (a) At any time prior to November 1September 15, 20252012, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes in whole or in part, at its optionissued under the Indenture, upon not less than 10 30 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at a redemption price (expressed as a percentage equal to 114.250% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to be redeemedthe date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date), with the net cash proceeds from one or more Equity Offerings by the Company; provided that: (A) at least 65% of the aggregate principal amount of Initial Notes (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (B) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to September 15, 2012, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100.000100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excludingto, the applicable date of redemption (the “Redemption Date”)redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to November 1, 2025, the Company may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage of the principal amount of Notes to be redeemed) equal to 108.75%, plus accrued and unpaid interest, if any, to but excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company of one or more Equity Offerings of the Company; provided that not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6Interest Payment Date. (c) Except pursuant to clauses (a) and (b) of this Section 5.6the preceding paragraphs, the Notes shall will not be redeemable at the Company’s option prior to November 1September 15, 20252012. (d) At any time and from time to time on On or after November 1September 15, 20252012, the Company may on any one or more occasions redeem all or a part of the Notes, in whole or in part, upon not less than 10 30 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemedamount) set forth in the table below, plus accrued and unpaid interest thereoninterest, if any, on the Notes redeemed, to but excluding the applicable Redemption Date, subject to the right date of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment dateredemption, if redeemed during the twelve-month period beginning on November 1 of each October 15 of the years indicated in below, subject to the table belowrights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date: Year Percentage 2025 104.3752012. 107.1250 % 2026 2013. 103.5625 % 2014 and thereafter 100.000% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90100.000 % in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but excluding, the date of such redemption. In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Dateredemption date. (g) Any redemption pursuant to this Section 5.6 shall be made pursuant to the provisions of Sections 5.1 through 5.6.

Appears in 1 contract

Sources: Indenture (Unisys Corp)

Optional Redemption. (a) At any time prior to November 1June 15, 20252012, the Company Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes in whole or in part, at its optionissued under this Indenture, upon not less than 10 30 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at a redemption price (expressed as a percentage equal to 111% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Special Interest, if any, to be redeemedthe date of redemption (subject to the rights of holders of notes on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of an Equity Offering by ACEP; provided that: (1) at least 50% of the aggregate principal amount of notes originally issued under the indenture (excluding notes held by the Issuers and their Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) In addition, not more than once during each twelve-month period ending on June 15 of 2010, 2011 and 2012, the Issuers may redeem up to 5% of the aggregate principal amount of Notes issued on the date of this Indenture, in each such twelve-month period, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100.000102% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Special Interest, if any, to the date of redemption (subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date). (c) At any time prior to June 15, 2012, the Issuers may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interestinterest and Special Interest, if any, to but excluding, the date of redemption (the “Redemption Date”)redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (bd) At any time and from time Except pursuant to time the preceding paragraphs, the Notes will not be redeemable at the Issuers’ option prior to November 1June 15, 20252012. (e) On or after June 15, 2012, the Company may, Issuers may on any one or more occasionsoccasions redeem all or a part of the notes, upon not less than 10 30 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage of the principal amount of Notes to be redeemed) equal to 108.75%, plus accrued and unpaid interest, if any, to but excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company of one or more Equity Offerings of the Company; provided that not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses (a) and (b) of this Section 5.6, the Notes shall not be redeemable at the Company’s option prior to November 1, 2025. (d) At any time and from time to time on or after November 1, 2025, the Company may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemedamount) set forth in the table below, plus accrued and unpaid interest thereonand Special Interest, if any, on the notes redeemed, to but excluding the applicable Redemption Date, subject to the right date of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment dateredemption, if redeemed during the twelve-month period beginning on November 1 of each June 15 of the years indicated in below, subject to the table belowrights of holders of notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2025 104.3752012 105.500 % 2026 2013 and thereafter 100.000% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90100.000 % in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but excluding, the date of such redemption. In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (f) Unless the Company defaults Issuers default in the payment of the redemption price, interest will cease to accrue on the Notes notes or portions thereof called for redemption on the applicable Redemption Dateredemption date. (gf) Any redemption pursuant to this Section 5.6 Paragraph 5 shall be made pursuant to the provisions of Sections 5.1 clauses (a) through 5.6(e) hereof.

Appears in 1 contract

Sources: Indenture (American Casino & Entertainment Properties LLC)

Optional Redemption. (a) At any time prior to November 1August 15, 20252023, the Company Issuers may redeem the Notes in whole or in part, at its their option, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at a redemption price (expressed as a percentage of the principal amount of the Notes to be redeemed) equal to 100.000% plus the relevant Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding, the date of redemption (the “Redemption Date”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to November 1August 15, 20252023, the Company Issuers may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 4040.0% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage of the principal amount of Notes to be redeemed) equal to 108.75107.750%, plus accrued and unpaid interest, if any, to but excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company Issuers of one or more Equity Offerings of the CompanyIssuers; provided that not less than 5050.0% of the original aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company Issuers or any of its their Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, provided further that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 ‎5.1 through 5.6‎5.6. (c) Except pursuant to clauses (a‎(a) and (b‎(b) of this ‎Section 5.7 or pursuant to Section 5.65.9, the Notes shall will not be redeemable at the Company’s Issuers’ option prior to November 1August 15, 20252023. (d) At any time and from time to time on or after November 1August 15, 20252023, the Company Issuers may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on November 1 August 15 of each of the years indicated in the table below: Year Percentage 2023 103.875 % 2024 101.938 % 2025 104.375% 2026 and thereafter 100.000100.000 % (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer, Collateral Asset Disposition Offer or Asset Disposition Offer, if Holders of not less than 9090.0% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the CompanyIssuers, or any third party making such tender offer in lieu of the CompanyIssuers, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company Issuers or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but excluding, the date of such redemption. In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (f) Unless the Company defaults Issuers default in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (g) Any redemption pursuant to this Section 5.6 ‎Section 5.7 shall be made pursuant to the provisions of Sections 5.1 ‎5.1 through 5.6‎5.6.

Appears in 1 contract

Sources: Indenture (Windstream Parent, Inc.)

Optional Redemption. (a) At any time prior to November 1, 20252022, the Company may redeem the Notes in whole or in part, at its option, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at a redemption price (expressed as a percentage of the principal amount of the Notes to be redeemed) equal to 100.000% plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding, the date of redemption (the “Redemption Date”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to November 1, 20252022, the Company may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage of the principal amount of Notes to be redeemed) equal to 108.75106.500%, plus accrued and unpaid interest, if any, to but excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company of one or more Equity Offerings of the Company; provided that not less than 5060% of the aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, further that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses (a) and (b) of this Section 5.6, the Notes shall will not be redeemable at the Company’s option prior to November 1, 20252022. (d) At any time and from time to time on or after November 1, 20252022, the Company may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on November 1 of each of the years indicated in the table below: Year Percentage 2025 104.3752022 103.250 % 2026 2023 101.625 % 2024 and thereafter 100.000100.000 % (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but excluding, the date of such redemption. In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (g) Any redemption pursuant to this Section 5.6 shall be made pursuant to the provisions of Sections 5.1 through 5.6.

Appears in 1 contract

Sources: Indenture (loanDepot, Inc.)

Optional Redemption. (a) At any time prior to November July 1, 20252014, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes in whole or in part, at its optionissued under the Indenture, upon not less than 10 30 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at a redemption price (expressed as a percentage equal to 112.125% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, to be redeemedthe date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date) with the net cash proceeds of an Equity Offering by the Company or a capital contribution to the Company’s common equity made with the net cash proceeds of a concurrent Equity Offering by the Company’s direct or indirect parent; provided that: (A) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (B) the redemption occurs within 120 days of the date of the closing of such Equity Offering. (b) At any time prior to July 1, 2015, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100.000100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, interest to but excluding, the applicable date of redemption (the “Redemption Date”)redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to November 1, 2025, the Company may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage of the principal amount of Notes to be redeemed) equal to 108.75%, plus accrued and unpaid interest, if any, to but excluding, the applicable Redemption Interest Payment Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company of one or more Equity Offerings of the Company; provided that not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses (a) and (b) of this Section 5.6the preceding paragraphs, the Notes shall will not be redeemable at the Company’s option prior to November July 1, 20252015. (d) At any time and from time to time on On or after November July 1, 20252015, the Company may on any one or more occasions redeem all or a part of the Notes, in whole or in part, upon not less than 10 30 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemedamount) set forth in the table below, plus accrued and unpaid interest thereon, if anyon the Notes redeemed, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment redemption date, if redeemed during the twelve-month period beginning on November July 1 of each of the years indicated in below, subject to the table belowrights of Holders on the relevant record date to receive interest on the relevant Interest Payment Date: Year Percentage 2025 104.3752015 106.063 % 2026 2016 103.031 % 2017 and thereafter 100.000% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90100.000 % in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but excluding, the date of such redemption. In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Dateredemption date. (g) Any redemption pursuant to this Section 5.6 shall be made pursuant to the provisions of Sections 5.1 through 5.6.

Appears in 1 contract

Sources: Indenture (Multiband Field Services Inc)

Optional Redemption. (a) At any time on or after the Completion Date and prior to November 1July 15, 20252028, the Company may redeem the Notes Notes, in whole or in part, at its option, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Registernotice as described under Section 5.3, at a redemption price (expressed as a percentage percentages of the principal amount of the Notes to be redeemedredeemed (including PIK Interest previously paid in the form of an increase in the aggregate principal amount of Notes)) equal to 100.000% of the principal amount of Notes redeemed plus the relevant Applicable Premium as of, and accrued and unpaid interest, if any, to to, but excluding, the date of redemption (the “Redemption Date”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date. (b) At any time on or after the Completion Date and from time to time prior to November 1July 15, 20252028, the Company may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 4040.0% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage percentages of the principal amount of the Notes to be redeemedredeemed (including PIK Interest previously paid in the form of an increase in the aggregate principal amount of Notes)) equal to 108.75%110.00% of the aggregate principal amount thereof, plus accrued and unpaid interestinterest thereon, if any, to to, but excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date, with the net cash proceeds received by the Company of one or more Equity Offerings of the Company; provided that not less than 5040.0% of the original aggregate principal amount of the then-outstanding Notes initially issued under this Indenture (including any Additional Notes and PIK Notes) remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), ) unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased redeemed in the manner described under Sections 5.1 through 5.65.5 hereof. (c) Except pursuant to clauses (a) and (b) of this Section 5.6, the Notes shall will not be redeemable at the Company’s option prior to November 1July 15, 20252028. (d) At any time and from time to time on or after November 1July 15, 20252028, the Company may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register notice as described under Section 5.3 at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date, if redeemed during the twelve-month period beginning on November 1 July 15 of each of the years indicated in the table below: Year Period Percentage 2025 104.3752028 103.000 % 2026 2029 101.000 % 2030 and thereafter 100.000thereafter. 100.000 % (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 9090.0% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to to, but excluding, the date of such redemption. In determining whether the Holders of at least 9090.0% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (g) Any redemption pursuant to this Section 5.6 shall be made pursuant to the provisions of Sections 5.1 through 5.65.5 hereof. (h) The Company, the Company’s equity holders, including the Investor, their respective Affiliates and members of management, among other parties, may at any time and from time to time purchase, repurchase, redeem, exchange, defease or otherwise acquire or retire the Company’s or any of its Subsidiaries’ outstanding debt securities or loans, including the Notes, by any means other than a redemption that is subject to the provisions under Section 5.6 (and, for the avoidance of doubt, without being subject to the pro rata requirement under Section 5.2), upon such terms, at such prices and with such considerations as the Company, the Company’s equity holders, including the Investor, their respective Affiliates and members of management, among other parties, may determine, including, without limitation, in negotiated transactions, open market purchases, by tender offer or any other transactions with one or more Holders and/or Notes Beneficial Owners.

Appears in 1 contract

Sources: Indenture (Skechers Usa Inc)

Optional Redemption. (a) At any time prior Prior to November September 1, 20252023, the Company may redeem the Notes in whole or in partmay, at its option, upon not less than 10 nor on any one or more than 60 days’ prior notice, with a copy occasions redeem up to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at a redemption price (expressed as a percentage 35% of the original aggregate principal amount of the Notes (calculated after giving effect to be redeemedany issuance of Additional Notes) in an amount not to exceed the Net Cash Proceeds of one or more Equity Offerings at a redemption price equal to 100.000105.000% of the aggregate principal amount thereof, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding, the applicable redemption date of redemption (the “Redemption Date”), subject to the rights right of Holders of record on the relevant record date a Record Date on or prior to such Redemption Date to receive interest due on the relevant interest payment datefollowing Interest Payment Date; provided that: (1) at least 65% 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 (2) such redemption occurs within 90 days after the closing of such Equity Offering. (b) At any time and from time Prior to time prior to November September 1, 2025, the Company may, on one or more occasionsat its option, redeem the Notes, in whole but not in part, upon not less than 10 30 nor more than 60 days’ prior notice, with a copy to the Trustee, notice mailed to each Holder or otherwise in accordance with the procedures of Notes the depositary, at a redemption price equal to the address of such Holder appearing in the Notes Register, redeem up to 40100% of the original aggregate principal amount of the Notes issued under this Indenture on plus the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage of the principal amount of Notes to be redeemed) equal to 108.75%Applicable Premium, plus accrued and unpaid interest, if any, to but excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date Record Date on or prior to such Redemption Date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company of one or more Equity Offerings of the Company; provided that not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6following Interest Payment Date. (c) Except pursuant to clauses (a) From and (b) of this Section 5.6, the Notes shall not be redeemable at the Company’s option prior to November 1, 2025. (d) At any time and from time to time on or after November September 1, 2025, the Company may may, at its option, redeem the Notes, in whole or in part, upon not less than 10 30 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages a percentage of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereonon the Notes, if any, to but excluding the applicable Redemption Date, (subject to the right of Holders of record of the Notes on the relevant record date Record Date on or prior to such Redemption Date to receive interest due on the relevant interest payment datefollowing Interest Payment Date), if redeemed during the twelve-month period beginning on November September 1 of each of the years indicated in the table below: Year Percentage 2025 104.375102.500% 2026 101.667% 2027 100.833% 2028 and thereafter 100.000% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but excluding, the date of such redemption. In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (g) Any redemption pursuant to this Section 5.6 shall be made pursuant to the provisions of Sections 5.1 through 5.6.

Appears in 1 contract

Sources: Seventh Supplemental Indenture (Covanta Holding Corp)

Optional Redemption. (a) At any time prior to November 1, 2025, The Company will have the Company may redeem the Notes in whole or in partright, at its option, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder redeem either series of Notes to the address of such Holder appearing in the Notes Register, at a redemption price (expressed as a percentage of the principal amount of the Notes to be redeemed) equal to 100.000% plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding, the date of redemption (the “Redemption Date”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to November 1, 2025, the Company may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage of the principal amount of Notes to be redeemed) equal to 108.75%, plus accrued and unpaid interest, if any, to but excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company of one or more Equity Offerings of the Company; provided that not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses (a) and (b) of this Section 5.6, the Notes shall not be redeemable at the Company’s option prior to November 1, 2025. (d) At any time and from time to time on or after November 1, 2025, the Company may redeem the Notes, in whole or in part, upon not less than at any time prior to the applicable Par Call Date, on at least 10 nor days’, but no more than 60 days’, prior notice, written notice mailed by the Company (or otherwise delivered in accordance with a copy the applicable procedures of the Depositary) to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount Holders of the Notes to be redeemed. Upon redemption of Notes of either series, the Company will pay a redemption price as calculated by a Reference Treasury Dealer (as defined below) set forth selected by the Company equal to the greater of: (a) 100% of the principal amount of the Notes of such series to be redeemed; and (b) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes of such series to be redeemed that would be due if such Notes matured on the applicable Par Call Date (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 Adjusted Treasury Rate described below plus 0.15% (15 basis points) in the table belowcase of the 2028 Notes and 0.20% (20 basis points) in the case of the 2048 Notes; in each case, plus accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date, subject to the right date of Holders of record of the Notes redemption on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on November 1 of each of the years indicated in the table below: Year Percentage 2025 104.375% 2026 and thereafter 100.000% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw of such Notes in such tender offer and series being redeemed. At any time on or after the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holdersapplicable Par Call Date, the Company may redeem either series of the Notes, in whole or such third party shall have the right upon not less than 10 nor more than 60 days’ prior noticein part, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but excluding, the date of such redemption. In determining whether the Holders of at least 90100% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn of such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed series to be outstanding for redeemed plus accrued and unpaid interest to the purposes date of such tender offer. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Dateprincipal amount of the Notes of such series being redeemed. (g) Any redemption pursuant to this Section 5.6 shall be made pursuant to the provisions of Sections 5.1 through 5.6.

Appears in 1 contract

Sources: Supplemental Indenture (Fedex Corp)

Optional Redemption. (a) At any time prior to November 1, 20252015, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes in whole or in part, at its option(including Additional Notes) issued under the Indenture, upon not less than 10 15 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at a redemption price (expressed as a percentage equal to 108.75% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but not including, the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with net cash proceeds of one or more Equity Offerings of Parent (to the extent such proceeds are contributed to the Company’s common equity capital); provided that: (i) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries but including any Additional Notes) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of the closing of such Equity Offering. Notice of any redemption upon an Equity Offering may be redeemedgiven prior to the completion thereof, and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (b) At any time prior to November 1, 2015, the Company may also redeem all or a part of the Notes, upon not less than 15 nor more than 60 days’ notice electronically transmitted (except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture) or mailed by first-class mail to each holder’s registered address, at a redemption price equal to 100.000100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to to, but excludingnot including, the applicable date of redemption (the “Redemption Date”)redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to November 1, 2025, the Company may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage of the principal amount of Notes to be redeemed) equal to 108.75%, plus accrued and unpaid interest, if any, to but excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company of one or more Equity Offerings of the Company; provided that not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses (a) the preceding paragraphs and (bSection 3.10(e) of this Section 5.6the Indenture, the Notes shall will not be redeemable at the Company’s option prior to November 1, 20252015. (d) At any time and from time to time on On or after November 1, 20252015, the Company may on any one or more occasions redeem all or a part of the Notes, in whole or in part, upon not less than 10 15 nor more than 60 days’ notice (except that redemption notices may be mailed more than 60 days prior notice, to a redemption date if the notice is issued in connection with a copy to the Trustee, to each Holder defeasance of Notes to the address of such Holder appearing in the Notes Register or a satisfaction and discharge of the Indenture), at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemedamount) set forth in the table below, plus accrued and unpaid interest thereoninterest, if any, to on the Notes redeemed, to, but excluding not including, the applicable Redemption Date, subject to the right date of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment dateredemption, if redeemed during the twelve-month period beginning on November 1 of each of the years indicated in below, subject to the table belowrights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2025 104.3752015 106.5625% 2026 2016 104.3750% 2017 102.1875% 2018 and thereafter 100.000% (e) Notwithstanding the foregoing, in 100.0000% In connection with any tender offer for the redemption of Notes, including a Change of Control Offer or Asset Disposition Offerany such redemption may, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and at the Company’s discretion, be subject to one or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but excluding, the date of such redemptionconditions precedent. In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Dateredemption date. (g) Any redemption pursuant to this Section 5.6 shall be made pursuant to the provisions of Sections 5.1 through 5.6.

Appears in 1 contract

Sources: Indenture (EM Holdings LLC)

Optional Redemption. (a) At any time prior The provisions of Article 11 of the Base Indenture, as amended by the provisions of this Third Supplemental Indenture, shall apply to November 1the Notes. Each series of Notes are redeemable, 2025, the Company may redeem the Notes in whole or in part, at its the Company’s option, upon on at least 10 days’ but not less than 10 nor more than 60 days’ prior notice, with a copy as follows: (i) prior to the TrusteeMarch 27, to each Holder of Notes to the address of such Holder appearing 2020 in the case of the 2020 Notes, February 15, 2024 in the case of the 2024 Notes Register(the “2024 Notes Par Call Date”) and January 15, 2027 in the case of the 2027 Notes (the “2027 Notes Par Call Date,” and together with the 2024 Notes Par Call Date, the “Par Call Dates”), at a redemption price Redemption Price equal to the greater of: (expressed A) 100% of the principal amount of such Notes to be redeemed; or (B) the sum of the present values of the remaining scheduled payments of principal and interest, including additional interest, if any, thereon that would have been payable in respect of the Notes calculated, in the case of the 2024 Notes and the 2027 Notes, as if the maturity date of the notes was the applicable Par Call Date (excluding any portion of such interest accrued as of the Redemption Date) discounted to the Redemption Date on a percentage semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) of the Notes being redeemed at the Treasury Rate plus 25 basis points with respect to the 2020 Notes, 30 basis points with respect to the 2024 Notes, or 35 basis points with respect to the 2027 Notes; plus, in the case of either (A) or (B), accrued and unpaid interest thereon to, but excluding, the Redemption Date. (ii) On or after the applicable Par Call Date, the 2024 Notes and the 2027 Notes will be redeemable at a Redemption Price equal to 100% of the principal amount of the Notes to be being redeemed) equal to 100.000% plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding, the date of redemption (the “Redemption Date”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to November 1, 2025, the Company may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage of the principal amount of Notes to be redeemed) equal to 108.75%, plus accrued and unpaid interest, if any, to but excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company of one or more Equity Offerings of the Company; provided that not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses (a) and (b) of this Section 5.6, the Notes shall not be redeemable at the Company’s option prior to November 1, 2025. (d) At any time and from time to time on or after November 1, 2025, the Company may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereonthereon to, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on November 1 of each of the years indicated in the table below: Year Percentage 2025 104.375% 2026 and thereafter 100.000% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but excluding, the date of such redemption. In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offerRedemption Date. (fb) Unless the Company defaults in the payment of the redemption priceRedemption Price, on and after the Redemption Date for the Notes, interest will shall cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Dateredemption. (gc) Any Notice of any redemption with respect to the Notes shall be given in the manner provided for in Section 11.02 of the Base Indenture on at least 10 days’ but not more than 60 days’ prior notice to the Redemption Date, to each Holder of Notes to be redeemed, except that redemption notices may be delivered more than 90 days prior to a Redemption Date if such notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture. (d) At any time, the Company may repurchase Notes in the open market and may hold such Notes or surrender such Notes to the Trustee for cancellation pursuant to this Section 5.6 2.10 of the Base Indenture. (e) For the avoidance of doubt, the Trustee shall not be made pursuant required to calculate the provisions of Sections 5.1 through 5.6Redemption Price or the Treasury Rate.

Appears in 1 contract

Sources: Third Supplemental Indenture (DXC Technology Co)

Optional Redemption. (a) At any time prior to November 1, 2025Beginning on the Initial Redemption Date, the Company may shall be entitled to redeem the Notes (which includes Additional Notes, if any) at its option, in whole or in part, at its option, upon not less than 10 30 nor more than 60 days’ prior notice, with a copy at the following redemption prices (expressed as percentages of the principal amount thereof) (subject to the Trustee, right of Holders of record on the relevant record date to each Holder receive interest due on the related interest payment date) if redeemed during the twelve-month period commencing on June 15 of the year set forth below: 2021 103.188 % 2022 101.594 % 2023 and thereafter 100.000 % (b) The Company shall pay all accrued and unpaid interest on the Notes redeemed (subject to the address right of such Holder appearing Holders of record on the relevant record date to receive interest due on the related interest payment date). (c) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. (d) In addition, prior to June 15, 2019 the Company shall be entitled at its option on one or more occasions to redeem Notes (which includes Additional Notes, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Notes Register(which includes Additional Notes, if any) originally issued at a redemption price (calculated by the Company and expressed as a percentage of principal amount) of 106.375%, plus accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings (provided that if the Equity Offering is an offering by Holdings, a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any such Notes is contributed to the equity capital of the Company); provided, however, that: (1) at least 65% of such aggregate principal amount of Notes (which includes Additional Notes, if any) remains outstanding immediately after the occurrence of each such redemption (other than Notes held, directly or indirectly by the Company or its Affiliates); and (2) each such redemption occurs within 90 days after the date of the related Equity Offering. (e) Notice of any redemption upon any Equity Offering may be given prior to the completion thereof, and any such redemption or notice may, at the Company’s discretion, be subject to the completion of the related Equity Offering. (f) Prior to the Initial Redemption Date, the Company shall be entitled at its option to redeem all or a portion of the Notes at a redemption price (calculated by the Company) equal to 100% of the principal amount of the Notes to be redeemed) equal to 100.000% plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excludingto, the redemption date of redemption (the “Redemption Date”), subject to the rights right of Holders on the relevant record date to receive interest due on the relevant interest payment date. ). Notice of such redemption shall be sent to DTC in the case of Global Notes, or mailed by first-class mail to each Holder’s registered address in the case of certificated notes (b) At any time and, to the extent permitted by applicable procedures and from time to time prior to November 1regulations, 2025electronically), the Company may, on one or more occasions, upon not less than 10 30 nor more than 60 days’ days prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage of the principal amount of Notes to be redeemed) equal to 108.75%, plus accrued and unpaid interest, if any, to but excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company of one or more Equity Offerings of the Company; provided that not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses (a) and (b) of this Section 5.6, the Notes shall not be redeemable at the Company’s option prior to November 1, 2025. (d) At any time and from time to time on or after November 1, 2025, the Company may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on November 1 of each of the years indicated in the table below: Year Percentage 2025 104.375% 2026 and thereafter 100.000% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but excluding, the date of such redemption. In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (g) Any redemption pursuant to this Section 5.6 shall be made pursuant to the provisions of Sections 5.1 through 5.6.

Appears in 1 contract

Sources: Indenture (TransDigm Group INC)

Optional Redemption. (a) At any time and from time to time prior to November 1February 9, 20252021 (the “Par Call Date”), the Company may redeem all or a part of the Notes in whole or in part, at its optionNotes, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, notice to each Holder holder of Notes to the address of such Holder appearing in the Notes RegisterNotes, at a redemption price equal to the greater of: (expressed as a percentage 1) 100% of the principal amount of the Notes redeemed, and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemedredeemed that would be due after the related redemption date but for such redemption (exclusive of interest accrued to the redemption date) equal (assuming for this purpose that the Notes matured on the Par Call Date) discounted to 100.000% the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Yield plus the Applicable Premium as of50 basis points; plus, and in either case, accrued and unpaid interest, if any, to but excluding, the date of redemption (the “Redemption Date”)redemption, subject to the rights of Holders of such Notes on the a relevant record date to receive interest due on the a relevant interest payment dateInterest Payment Date. (b) At any time and from time to time prior to November 1, 2025on or after the Par Call Date, the Company may, on one may redeem all or more occasionsa part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, notice to each Holder holder of Notes to the address of such Holder appearing in the Notes RegisterNotes, redeem up to 40% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage equal to 100% of the principal amount of the Notes to be redeemed) equal to 108.75%, plus accrued and unpaid interest, if any, to (but excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company of one or more Equity Offerings of the Company; provided that not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after including) the date of closing of the related Equity Offeringredemption. The Trustee shall select the Notes In addition to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses (a) and (b) of this Section 5.6, the Notes shall not be redeemable at the Company’s option prior right to November 1redeem Notes as set forth in Section 3.2 of the Supplemental Indenture, 2025. (d) At the Company may at any time and from time to time on or after November 1, 2025, the Company may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on November 1 of each of the years indicated in the table below: Year Percentage 2025 104.375% 2026 and thereafter 100.000% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such purchase Notes in such open market transactions, tender offer and the Company, offers or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but excluding, the date of such redemption. In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offerotherwise. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (g) Any redemption pursuant to this Section 5.6 shall be made pursuant to the provisions of Sections 5.1 through 5.6.

Appears in 1 contract

Sources: Seventh Supplemental Indenture (Cit Group Inc)

Optional Redemption. (a) The provisions of Article 3 of the Indenture shall apply to the Notes, except that, solely with respect to the Notes, the third sentence of Section 3.1 of the Indenture shall be substituted with the following: “If a Series of Securities is redeemable and the Company elects to redeem such Securities of a Series, it shall notify the Trustee of the Redemption Date and the principal amount of Securities to be redeemed at least 15 days (unless a shorter notice period shall be satisfactory to the Trustee) before the Redemption Date.” (b) At any time prior to November 1the Par Call Date applicable to a Series of Notes, 2025from time to time, the Company may redeem the Notes in are redeemable, as a whole or in part, at its the Company’s option, upon on at least 10 days, but not less than 10 nor more than 60 days, prior notice, with a copy notice mailed to the Trustee, to registered address of each Holder of the Notes to be redeemed (or otherwise delivered in accordance with the address applicable procedures of such Holder appearing in the Notes RegisterDTC), at a redemption price equal to the greater of: (expressed i) 100% of principal amount of the Notes to be redeemed, or (ii) the sum of the present values of the remaining scheduled payments (through the Par Call Date assuming for such purpose that such Notes matured on the applicable Par Call Date) of interest and principal thereon (exclusive of interest accrued and unpaid to, but not including, the date of redemption) discounted to the date of redemption on a semiannual basis, assuming a 360-day year consisting of twelve 30-day months, at the Treasury Rate plus 25 basis points, in the case of Notes due 2030, and 30 basis points, in the case of Notes due 2050, plus, in either case, accrued and unpaid interest to, but not including, the date of redemption. (c) In addition, at any time on or after the Par Call Date applicable to a Series of Notes, the Notes may be redeemed, as a percentage whole or in part, at the Company’s option, on at least 10 days, but not more than 60 days, prior notice mailed to the registered address of each Holder of the Notes to be redeemed (or otherwise delivered in accordance with the applicable procedures of DTC), at a redemption price equal to 100% of the principal amount of the Notes to be redeemed) equal to 100.000% plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding, the date of redemption (the “Redemption Date”), subject to the rights of Holders redeemed on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to November 1, 2025, the Company may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Redemption Date (together with Additional Notes) at a redemption price (expressed as a percentage of the principal amount of Notes to be redeemed) equal to 108.75%, plus accrued and unpaid interest, if any, to but excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company of one or more Equity Offerings of the Company; provided that not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses (a) and (b) of this Section 5.6, the Notes shall not be redeemable at the Company’s option prior to November 1, 2025. (d) At any time and from time to time on or after November 1, 2025, the Company may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereonto, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on November 1 of each of the years indicated in the table below: Year Percentage 2025 104.375% 2026 and thereafter 100.000% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but excludingincluding, the date of such redemption. In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (g) Any redemption pursuant to this Section 5.6 shall be made pursuant to the provisions of Sections 5.1 through 5.6.

Appears in 1 contract

Sources: Second Supplemental Indenture (Biogen Inc.)

Optional Redemption. (a) At any time prior to November March 1, 2025, the Company may redeem all or a part of the Notes in whole or in part, at its option, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes RegisterNotes, at a redemption price (expressed as a percentage equal to 100% of the principal amount of the Notes to be redeemed) equal to 100.000% redeemed plus the Applicable Premium as of, and plus accrued and unpaid interest, if any, on the Notes redeemed, to but excluding, the redemption date of redemption (the “Redemption Date”), subject to the rights right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time time, in connection with any tender offer or other offer to purchase any series of Notes (including pursuant to a Change of Control Offer or Asset Sale Offer), if not less than 90% in aggregate principal amount of the outstanding Notes of such series validly tender and from time do not withdraw such Notes in such offer, all of the holders of such series of Notes will be deemed to time prior have consented to November 1, 2025such tender or other offer and accordingly, the Company may, on one or more occasionsany third party purchasing or acquiring the Notes in lieu of the Company will have the right, upon not less than 10 30 nor more than 60 days’ prior notice, with given not more than 30 days following such purchase, to redeem all Notes of such series that remain outstanding following such purchase at a copy price equal to the Trusteeprice paid to holders in such purchase, to each Holder of plus accrued and unpaid interest, if any, on such Notes to (but not including) the address Redemption Date (subject to the right of such Holder appearing holders of record on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the redemption date). (c) At any time and from time to time on or prior to March 1, 2025, the Company may redeem in the Notes Register, redeem aggregate up to 40% of the original aggregate principal amount of the Notes issued under this Indenture on the Issue Date (together with calculated after giving effect to any issuance of Additional Notes) with the net cash proceeds of one or more Subsequent Equity Offerings (1) by the Company or (2) by any direct or indirect parent of the Company to the extent the net cash proceeds thereof are contributed to the common equity capital of the Company or used to purchase Capital Stock (other than Disqualified Stock) of the Company from it, at a redemption price (expressed as a percentage of the principal amount thereof) of Notes to be redeemed) equal to 108.75108.625%, plus accrued and unpaid interest, if any, interest to but excluding, the applicable Redemption Date, redemption date (subject to the right of Holders holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date); provided, with the net cash proceeds received by the Company of one or more Equity Offerings of the Company; provided that not less than however, that (1) at least 50% of the original aggregate principal amount of the then-Notes (calculated after giving effect to any issuance of Additional Notes) must remain outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption redemption; and (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, 2) that each such redemption occurs not later than shall occur within 180 days after the date on which any such Subsequent Equity Offering is consummated upon not less than ten nor more than 60 days’ notice mailed by first-class mail to each holder of closing of Notes being redeemed and otherwise in accordance with the related Equity Offering. The Trustee shall select the Notes to be purchased procedures set forth in the manner described under Sections 5.1 through 5.6this Indenture. (cd) Except pursuant to clauses the preceding paragraphs (a) and through (b) of this Section 5.6c), the Notes shall will not be redeemable at the Company’s option prior to November March 1, 2025. (de) At any time On and from time to time on or after November March 1, 2025, the Company may may, at its option, on one or more occasions, redeem the Notes, in whole all or in part, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder portion of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of the aggregate principal amount of the Notes to be redeemedthereof) set forth in the table below, plus accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on November 1 of each of the years indicated in the table below: Year Percentage 2025 104.375% 2026 and thereafter 100.000% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereonon the Notes redeemed, to but excludingthe Redemption Date, if redeemed during the date of such redemption. In determining whether the Holders of at least 90% 12-month period beginning on March 1 of the aggregate principal amount of the outstanding Notes have validly tendered years indicated below: Year Percentage 2025 104.313 % 2026 102.156 % 2027 and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer.thereafter 100.000 % (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (g) Any redemption pursuant to this Section 5.6 3.07 shall be made pursuant to the provisions of Sections 5.1 3.01 through 5.63.06 hereof. (g) Notice of any redemption (including with net cash proceeds of a Subsequent Equity Offering) may, at the Company’s discretion, be subject to one or more conditions precedent, including, without limitation, the consummation of an incurrence or issuance of debt or equity or a Change of Control. If any Notes are listed on an exchange, and the rules of such exchange so require, the Company will notify the exchange of any such notice of redemption. In addition, the Company will notify the exchange of the principal amount of any Notes outstanding following any partial redemption of Notes.

Appears in 1 contract

Sources: Indenture (Sabre Corp)

Optional Redemption. (a) At any time prior to November 1October 31, 20252023, the Company Issuer may redeem the Notes in whole or in part, at its option, upon not less than 10 nor more than 60 days’ prior noticenotice by electronic delivery or first class mail, postage prepaid, with a copy to the TrusteeTrustees and the Agent, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at a redemption price (expressed as a percentage equal to 100.000% of the principal amount of the Notes to be redeemed) equal to 100.000% redeemed plus the relevant Applicable Premium as of, and accrued and unpaid interestinterest and any Additional Interest, if any, to to, but excluding, the redemption date of redemption (the “Redemption Dateredemption date”), subject to the rights of Holders holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to November 1October 31, 20252023, the Company Issuer may, on one or more occasionsat its option, upon not less than 10 nor more than 60 days’ prior noticenotice by electronic delivery or first class mail, postage prepaid, with a copy to the TrusteeTrustees and the Agent, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of the original aggregate principal amount of Notes (including Additional Notes) issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage equal to 103.875% of the aggregate principal amount of Notes to be redeemed) equal to 108.75%thereof, plus accrued and unpaid interestinterest and Additional Interest, if any, to but excluding, excluding the applicable Redemption Dateredemption date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds Net Cash Proceeds received by the Company of one or more Equity Offerings of the Company; provided that not less than 50% of the original aggregate principal amount of the then-outstanding Notes initially issued under this Indenture (including Additional Notes, if any) remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), ) unless all such Notes are redeemed or repurchased substantially concurrently; provided, further, provided further that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee Agent shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses (a) and (b) of this Section 5.65.7, the Notes shall will not be redeemable at the CompanyIssuer’s option prior to November 1October 31, 20252023. (d) At any time and from time to time on or after November 1October 31, 20252023, the Company Issuer may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior noticenotice by electronic delivery or first class mail, postage prepaid, with a copy to the Trustee, Trustees and the Agent to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest and Additional Interest thereon, if any, to but excluding the applicable Redemption Dateredemption date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on November 1 October 31 of each of the years indicated in the table below: Year Percentage 2023 101.938 % 2024 100.969 % 2025 104.375% 2026 and thereafter 100.000100.000 % (e) Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (f) Any redemption pursuant to this Section 5.7 shall be made pursuant to the provisions of Sections 5.1 through 5.6. (g) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the CompanyIssuer, or any third party making a such tender offer in lieu of the CompanyIssuer, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company Issuer or such third party shall will have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 15 days following such purchase date date, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to to, but excludingnot including, the date of such redemption. In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (g) Any redemption pursuant to this Section 5.6 shall be made pursuant to the provisions of Sections 5.1 through 5.6.

Appears in 1 contract

Sources: Indenture (Primo Water Corp /CN/)

Optional Redemption. (a) At any time prior to November February 1, 2025, the Company may redeem the Notes in whole or in part, at its option, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at a redemption price (expressed as a percentage of the principal amount of the Notes to be redeemedNotes) equal to 100.000% plus the relevant Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding, the date of redemption (the “Redemption Date”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to November February 1, 2025, the Company may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of Notes with the original aggregate principal amount of Notes issued under this Indenture on net cash proceeds received by the Issue Date (together with Additional Notes) Company from any Equity Offering at a redemption price (expressed as a percentage of the principal amount of such Notes to be redeemed) equal to 108.75104.375%, plus accrued and unpaid interest, if any, to to, but excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company of one or more Equity Offerings in an aggregate principal amount for all such redemptions not to exceed 40% of the Companyaggregate principal amount of the Notes issued under this Indenture on the Issue Date (together with Additional Notes); provided that in each case the redemption takes place not later than 180 days after the closing of the related Equity Offering; provided, further, that not less than 50% of the original aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption thereafter (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 ‎5.1 through 5.6‎5.5. (c) Except pursuant to clauses (a‎‎Section 5.6(a) and (b) of this Section 5.6‎Section 5.6(b), the Notes shall will not be redeemable at the Company’s option prior to November February 1, 2025. (d) At any time and from time to time on or after November February 1, 2025, the Company may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on November February 1 of each of the years indicated in the table below: Year Percentage 2025 104.375102.188% 2026 101.094% 2027 and thereafter 100.000% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer, Collateral Asset Disposition Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date date, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to to, but excluding, the date of such redemption. In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offeroffering, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (g) Any redemption pursuant to this Section ‎Section 5.6 shall be made pursuant to the provisions of Sections 5.1 ‎5.1 through 5.6‎5.5.

Appears in 1 contract

Sources: Indenture (Ryan Specialty Group Holdings, Inc.)

Optional Redemption. Except as described below, the Notes are not redeemable at the option of the Company prior to maturity. (a) At any time prior to On and after November 1, 20252015, the Company may redeem all or, from time to time, a part of the Notes in whole or in part, at its option, upon not less than 10 30 nor more than 60 days’ prior notice, with a copy to at the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at a redemption price following Redemption Prices (expressed as a percentage of the principal amount of the Notes to be redeemed) equal to 100.000% plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding, the date of redemption (the “Redemption Date”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to November 1, 2025, the Company may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage of the principal amount of Notes to be redeemed) equal to 108.75%), plus accrued and unpaid interest, if any, to but excluding, the applicable Redemption Date, Date (subject to the right of Holders of record of the Notes on the relevant record date Regular Record Date to receive interest due on the relevant interest payment dateInterest Payment Date), with if redeemed during the net cash proceeds received by 12-month period beginning on November 1 of the years indicated below: 2015 103.375 % 2016 102.250 % 2017 101.125 % 2018 and thereafter 100.000 % (b) Prior to November 1, 2013, the Company of may, at its option, on any one or more Equity Offerings of the Company; provided that not less than 50occasions redeem up to 35% of the aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by Notes) issued under the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses (a) and (b) of this Section 5.6, the Notes shall not be redeemable at the Company’s option prior to November 1, 2025. (d) At any time and from time to time on or after November 1, 2025, the Company may redeem the Notes, in whole or in part, Indenture upon not less than 10 30 nor more than 60 days’ prior notice, notice with the Net Cash Proceeds of one or more Equity Offerings at a copy to Redemption Price of 106.750% of the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table belowthereof, plus accrued and unpaid interest thereoninterest, if any, to but excluding the applicable Redemption Date, Date (subject to the right of Holders of record of the Notes on the relevant record date Regular Record Date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on November 1 of each Interest Payment Date); provided that (1) at least 65% of the years indicated in the table below: Year Percentage 2025 104.375% 2026 and thereafter 100.000% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the Notes (including Additional Notes) issued under the Indenture remains outstanding Notes validly tender and do not validly withdraw after each such Notes in such tender offer and redemption; and (2) the Company, or any third party making such tender offer in lieu redemption occurs within 90 days after the closing of the Companyrelated Equity Offering. (c) Prior to November 1, purchases all 2015, the Notes may be redeemed, in whole or in part, at any time at the option of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 30 nor more than 60 days’ prior notice, with a copy to the Trustee, notice mailed by first-class mail to each Holder of Notes at its registered address, at a Redemption Price equal to 100% of the address principal amount of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to redeemed plus the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, Applicable Premium plus accrued and unpaid interest, if any, thereon, to but excluding, the date Redemption Date (subject to the right of such redemption. In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue record on the Notes or portions thereof called for redemption relevant Regular Record Date to receive interest due on the applicable Redemption relevant Interest Payment Date). (g) Any redemption pursuant to this Section 5.6 shall be made pursuant to the provisions of Sections 5.1 through 5.6.

Appears in 1 contract

Sources: Second Supplemental Indenture (Berry Petroleum Co)

Optional Redemption. (a) At any time prior to November 1April 15, 20252028, the Company Issuer may redeem all or a part of the Notes in whole or in part, at its optionNotes, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at a redemption price (expressed as a percentage equal to 100% of the principal amount of the Notes to be redeemed) equal to 100.000% redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding, not including the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant record date Record Date to receive interest due on the relevant interest payment dateInterest Payment Date. (b) At any time and from time Prior to time prior to November 1April 15, 20252028, the Company Issuer may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Registerat its option, redeem up to 40% of the original sum of the aggregate principal amount of all Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage equal to 104.375% of the aggregate principal amount of Notes to be redeemed) equal to 108.75%thereof, plus accrued and unpaid interest, if any, to but excluding, not including the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date Record Date to receive interest due on the relevant interest payment dateInterest Payment Date, with the net cash proceeds received by the Company of one or more Equity Offerings of the Company or any direct or indirect parent of the Company to the extent such net proceeds are contributed to the Company; provided that not less than at least 50% of the sum of the aggregate principal amount of the then-outstanding Notes originally issued under this Indenture and any Additional Notes issued under this Indenture remains after the Issue Date remain outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that and each such redemption occurs not later than 180 within 90 days after of the date of closing of the related each such Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses clause (a) and or (b) of this Section 5.63.06, the Notes shall will not be redeemable at the CompanyIssuer’s option prior to November 1April 15, 20252028. (d) At any time and from time to time on On or after November 1April 15, 20252028, the Company Issuer may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereoninterest, if any, thereon to but excluding not including the applicable Redemption Date, subject to the right of Holders of Notes of record of the Notes on the relevant record date Record Date to receive interest due on the relevant interest payment dateInterest Payment Date, if redeemed during the twelve-month period beginning on November 1 April 15 of each of the years indicated in the table below: Year Percentage 2025 104.3752028 102.18750% 2026 2029 101.09375% 2030 and thereafter 100.000100.00000% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but excluding, the date of such redemption. In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (g) Any redemption pursuant to this Section 5.6 3.06 shall be made pursuant to the provisions of Sections 5.1 3.01 through 5.63.05 hereof.

Appears in 1 contract

Sources: Indenture (Aramark)

Optional Redemption. (a) At any time prior Prior to November 1, 2025the Par Call Date, the Company Issuers may redeem all or part of the Notes, after having sent a notice of redemption as described in Section 3.03 of the Original Indenture (except that, for the purposes of the Notes in whole or in partissued under this Twenty-First Supplemental Indenture, at its option, such notice shall be required to be sent upon not less than 10 15 nor more than 45 days’ notice, rather than upon not less than 30 days nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register), at a redemption price equal to the greater of (expressed as a percentage i) 100% of the principal amount of Notes and (ii) the Notes sum of the present value at such redemption date of all remaining scheduled payments of principal and interest on such Note through the Par Call Date (excluding accrued but unpaid interest to be redeemed) the redemption date), discounted to the date of redemption using a discount rate equal to 100.000% the Treasury Rate plus the Applicable Premium as of25 basis points, and plus, in each case, accrued and unpaid interest, if any, to to, but excludingnot including, the date of redemption (the “Redemption Date”)date, subject to the rights right of Holders holders of record on the relevant record date Record Date to receive interest due on the relevant interest payment dateInterest Payment Date. (b) At On or after the Par Call Date, the Notes may be redeemed at the Issuers’ option, at any time and in whole or from time to time prior to November 1in part, 2025, the Company may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage equal to 100% of the principal amount of the Notes to be being redeemed) equal to 108.75%, plus accrued and unpaid interest, if any, to to, but excludingnot including, the applicable Redemption Dateredemption date, subject to the right of Holders holders of record of the Notes on the relevant record date Record Date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company of one or more Equity Offerings of the Company; provided that not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses (a) and (b) of this Section 5.6, the Notes shall not be redeemable at the Company’s option prior to November 1, 2025. (d) At any time and from time to time on or after November 1, 2025, the Company may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on November 1 of each of the years indicated in the table below: Year Percentage 2025 104.375% 2026 and thereafter 100.000% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but excluding, the date of such redemption. In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Interest Payment Date. (g) Any redemption pursuant to this Section 5.6 shall be made pursuant to the provisions of Sections 5.1 through 5.6.

Appears in 1 contract

Sources: Twenty First Supplemental Indenture (AerCap Holdings N.V.)

Optional Redemption. (a) At any time prior to November July 1, 20252022, the Company Issuer may redeem the Notes in whole or in part, at its option, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at a redemption price (expressed as a percentage of the principal amount of the Notes to be redeemed) equal to 100.000% plus the relevant Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding, the date of redemption (the “Redemption Date”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to November July 1, 20252022, the Company Issuer may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 4040.0% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage of the principal amount of Notes to be redeemed) equal to 108.75%105.500% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to but excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company Issuer of one or more Equity Offerings of the CompanyIssuer; provided that not less than 5050.0% of the original aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, provided further that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses (a) and (b) of this Section 5.65.7, the Notes shall will not be redeemable at the CompanyIssuer’s option prior to November July 1, 20252022. (d) At any time and from time to time on or after November July 1, 20252022, the Company Issuer may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on November July 1 of each of the years indicated in the table below: Year Percentage 2022 102.750 % 2023 101.833 % 2024 100.917 % 2025 104.375% 2026 and thereafter 100.000100.000 % (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 9090.0% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the CompanyIssuer, or any third party making such tender offer in lieu of the CompanyIssuer, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company Issuer or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but excludingnot including, the date of such redemption. In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (f) Unless the Company Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (g) Any redemption pursuant to this Section 5.6 5.7 shall be made pursuant to the provisions of Sections 5.1 through 5.6.

Appears in 1 contract

Sources: Indenture (GrubHub Inc.)

Optional Redemption. (a) At any time prior to November February 1, 20252026 (three months prior to the maturity date of the Notes), the Company may redeem all or part of the Notes in whole or in part, at its option, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at a redemption price equal to the sum of (expressed as a percentage i) 100.0% of the principal amount of the Notes to be redeemedthereof, (ii) equal to 100.000% plus the Applicable Premium as of, of the date of redemption and (iii) accrued and unpaid interestinterest thereon to, if any, to but excluding, the date of redemption (the “Redemption Date”)date, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to November 1, 2025, the Company may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage of the principal amount of Notes to be redeemed) equal to 108.75%, plus accrued and unpaid interest, if any, to but excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the redemption date, with . 2 With respect to the net cash proceeds received by Initial Notes. 3 With respect to the Company of one or more Equity Offerings of the Company; provided that not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6Initial Notes. (c) Except pursuant to clauses (a) and (b) of this Section 5.6In addition, the Notes shall not be redeemable at the Company’s option prior to November 1, 2025. (d) At any time and from time to time on or after November February 1, 20252026, the Company may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior notice, with at a copy redemption price equal to 100% of the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereoninterest, if any, to, but not including, the redemption date. (c) At any time, in connection with any tender offer or other offer to purchase the Notes (including pursuant to an Offer to Purchase), if not less than 90.0% in aggregate principal amount of the outstanding Notes are purchased by the Company, or any third party purchasing or acquiring Notes in lieu of the Company, all of the Holders of the Notes will be deemed to have consented to such tender offer or other offer and, accordingly, the Company or such third party will have the right, upon notice as described below, to redeem the Notes that remain outstanding following such purchase at the price paid to holders in such purchase (which may be less than par), plus accrued and unpaid interest, if any, on such Notes to, but excluding excluding, the applicable Redemption Dateredemption date, subject to the right rights of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning date falling prior to or on November 1 of each of the years indicated in the table below: Year Percentage 2025 104.375% 2026 and thereafter 100.000% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but excluding, the date of such redemption. In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Datedate. (g) Any redemption pursuant to this Section 5.6 shall be made pursuant to the provisions of Sections 5.1 through 5.6.

Appears in 1 contract

Sources: Indenture (Cogent Communications Holdings, Inc.)

Optional Redemption. (a) At any time prior to November 1December 15, 20252015, the Company may Issuer is entitled to redeem all or a part of the Notes in whole or in part, at its optionNotes, upon not less than 10 30 nor more than 60 days’ prior notice, with a copy to the Trustee, written notice sent to each Holder or otherwise in accordance with the procedures of Notes to the address of such Holder appearing in the Notes Register, Depositary at a redemption price (expressed as a percentage equal to 100% of the principal amount of the Notes to be redeemed) equal to 100.000% redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding, the date of redemption (the “Redemption Date”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to November 1, 2025, the Company may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage of the principal amount of Notes to be redeemed) equal to 108.75%Premium, plus accrued and unpaid interest, if any, to but excluding, excluding the applicable Redemption Date, redemption date (subject to the right of Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date falling on or prior to such redemption date). Promptly after the determination thereof, the Issuer shall give the Trustee notice of the redemption price provided for in this Section 3.07(a), and the Trustee shall not be responsible for such calculation. (b) Prior to December 15, 2015, the Issuer is entitled on any one or more occasions to redeem up to 35% of the aggregate principal amount of the Notes issued under this Indenture (including issuance of Additional Notes, if any) at a redemption price equal to 106.500% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest, if any, to but excluding the applicable redemption date (subject to the right of Holders of record on the relevant record date Record Date to receive interest due on the relevant interest payment date, with ) using the net cash proceeds received by the Company of one or more Equity Offerings of the CompanyOfferings; provided that not less than 50(1) at least 65% of the aggregate principal amount of the then-outstanding Notes issued under this Indenture (which includes Additional Notes, if any) remains outstanding immediately after the occurrence of each any such redemption (including Additional other than Notes but excluding Notes held held, directly or indirectly, by the Company Issuer or any Affiliates of its Restricted Subsidiariesthe Issuer), unless all such Notes are redeemed substantially concurrently; provided, further, that each and (2) such redemption occurs not later than 180 prior to 90 days after the date of closing of the related such Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses (aSection 3.07(a) and or (b) of this Section 5.6), the Notes shall not be redeemable at the CompanyIssuer’s option prior to November 1December 15, 20252015. (d) At any time On and from time to time on or after November 1December 15, 20252015, the Company may Issuer is entitled to redeem all or a part of the Notes, in whole or in part, Notes upon not less than 10 30 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices applicable to the Notes (expressed as percentages a percentage of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereonon the Notes redeemed, if any, to but excluding the applicable Redemption Dateredemption date, if redeemed during the 12-month period beginning on December 15 of each of the years indicated below, subject to the right rights of Holders of record of the Notes on the relevant record date Record Date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on November 1 of each of the years indicated in the table belowInterest Payment Date: Year Percentage 2025 104.3752015 104.875 % 2026 2016 103.250 % 2017 101.625 % 2018 and thereafter 100.000100.000 % (e) Notwithstanding the foregoing, Any redemption pursuant to this Section 3.07 shall be made pursuant to Sections 3.01 through 3.06. (f) Any redemption notice in connection with any tender offer for this Section 3.07 may, at the NotesIssuer’s discretion, be subject to the satisfaction of one or more conditions precedent, including the occurrence of a Change of Control Offer Triggering Event or Asset Disposition Offer, if Holders completion of not less than 90% in aggregate principal amount of an Equity Offering. (g) If the outstanding Notes validly tender optional redemption date is on or after a Record Date and do not validly withdraw such Notes in such tender offer and on or before the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holdersrelated Interest Payment Date, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereonshall be paid to the Person in whose name the Note is registered at the close of business on such Record Date, and no additional interest shall be payable to but excluding, the date of such redemption. In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding whose Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned shall be subject to redemption by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offerIssuer. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (g) Any redemption pursuant to this Section 5.6 shall be made pursuant to the provisions of Sections 5.1 through 5.6.

Appears in 1 contract

Sources: Indenture (Brookfield Residential Properties Inc.)

Optional Redemption. (a) At any time prior to November 1January 15, 20252014, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes in whole or in part, at its optionissued under this Indenture, upon not less than 10 30 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at a redemption price (expressed as a percentage equal to 107.875% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to be redeemedbut excluding the date of redemption (subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings by the Company; provided that: (1) at least 65% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to January 15, 2017, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100.000100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding, excluding the date of redemption (the “Redemption Date”)redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (bc) At In addition, at any time and from time to time prior to November 1January 15, 20252017, but not more than once in any twelve-month period, the Company maymay redeem, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Registeraggregate, redeem up to 4010% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage of 103% of the principal amount of Notes to be redeemed) equal to 108.75%thereof, plus accrued and unpaid interest, if any, to but excluding, excluding the applicable Redemption Dateredemption date, subject to the right rights of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company of one or more Equity Offerings of the Company; provided that not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (cd) Except pursuant to clauses the preceding paragraphs (a), (b) and (bc) of this Section 5.63.07, the Notes shall will not be redeemable at the Company’s option prior to November 1January 15, 20252017. (de) At any time and from time to time on On or after November 1January 15, 20252017, the Company may on any one or more occasions redeem all or a part of the Notes, in whole or in part, upon not less than 10 30 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemedamount) set forth in the table below, plus accrued and unpaid interest thereoninterest, if any, on the Notes redeemed, to but excluding the applicable Redemption Date, subject to the right date of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment dateredemption, if redeemed during the twelve-month period beginning on November 1 of each January 15 of the years indicated in below, subject to the table belowrights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2025 104.3752017 103.938% 2026 2018 102.625% 2019 101.313% 2020 and thereafter 100.000% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but excluding, the date of such redemption. In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Dateredemption date. (gf) Any redemption pursuant to this Section 5.6 3.07 shall be made pursuant to the provisions of Sections 5.1 3.01 through 5.63.06 hereof.

Appears in 1 contract

Sources: Indenture (Calpine Corp)

Optional Redemption. (a) At any time prior to November On or after October 1, 20252014, the Company Issuer may redeem the Notes in whole or in part, at its option, in whole at any time or in part from time to time, upon not less than 10 30 nor more than 60 days’ prior noticenotice mailed by first-class mail to each holder’s registered address or otherwise in accordance with the procedures of The Depository Trust Company (“DTC”), with at the following redemption prices (expressed as a copy percentage of principal amount), plus accrued and unpaid interest and additional interest, if any, to the Trusteeredemption date (subject to the right of holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the 12-month period commencing on October 1 of the years set forth below: 2014 105.500 % 2015 102.750 % 2016 and thereafter 100.000 % In addition, prior to October 1, 2014 the Issuer may redeem the Notes at its option, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder holder’s registered address or otherwise in accordance with the procedures of Notes to the address of such Holder appearing in the Notes RegisterDTC, at a redemption price (expressed as a percentage equal to 100% of the principal amount of the Notes to be redeemed) equal to 100.000% redeemed plus the Applicable Premium as of, and accrued and unpaid interest and additional interest, if any, to but excludingto, the applicable redemption date of redemption (the “Redemption Date”), subject to the rights right of Holders holders of record on the relevant record date to receive interest due on the relevant interest payment date. (b) At Interest Payment Date). Notwithstanding the foregoing, at any time and from time to time on or prior to November October 1, 20252013, the Company may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing Issuer may redeem in the Notes Register, redeem aggregate up to 4035% of the original aggregate principal amount of the Notes issued under this Indenture on the Issue Date (together with calculated after giving effect to any issuance of Additional Notes) with the net cash proceeds of one or more Equity Offerings (1) by the Issuer or (2) by any direct or indirect parent of the Issuer to the extent the net cash proceeds thereof are contributed to the common equity capital of the Issuer or are used to purchase Capital Stock (other than Disqualified Stock) of the Issuer from it, at a redemption price (expressed as a percentage of the principal amount thereof) of Notes to be redeemed) equal to 108.75111%, plus accrued and unpaid interestinterest and Additional Interest, if any, to but excluding, the applicable Redemption Date, redemption date (subject to the right of Holders holders of record of the Notes on the relevant record date Record Date to receive interest due on the relevant interest payment dateInterest Payment Date); provided, however, that at least 50% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) must remain outstanding after each such redemption; provided, further, that such redemption shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days’ notice mailed to each holder of Notes being redeemed and otherwise in accordance with the procedures set forth in the Indenture. Notice of any redemption of Notes (including, but not limited to, with the net cash proceeds received by of an Equity Offering) may be given prior to the Company completion thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent (including, but not limited to, completion of any related Equity Offering). In addition, if such redemption or notice is subject to satisfaction of one or more Equity Offerings of conditions precedent, such notice shall state that, in the Company; provided that not less than 50% of Issuer’s discretion, the aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each redemption date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption (including Additional Notes but excluding Notes held may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Company redemption date, or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses (a) and (b) of this Section 5.6, the Notes shall not be redeemable at the Company’s option prior to November 1, 2025. (d) At any time and from time to time on or after November 1, 2025, the Company may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at by the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on November 1 of each of the years indicated in the table below: Year Percentage 2025 104.375% 2026 and thereafter 100.000% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but excluding, the date of such redemption. In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offerso delayed. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (g) Any redemption pursuant to this Section 5.6 shall be made pursuant to the provisions of Sections 5.1 through 5.6.

Appears in 1 contract

Sources: Indenture (TII Smart Solutions, Sociedad Anonima)

Optional Redemption. (a) At any time prior to November 1, 2025, the Company may redeem the Notes in whole or in partThe Company, at its option, may redeem the Notes, in whole at any time or in part from time to time, on or after December 15, 2012, upon not less than 10 30 nor more than 60 days’ prior notice, at the Redemption Prices (expressed as percentages of the aggregate principal amount thereof) set forth below, together, in each case, with a copy accrued and unpaid interest to the TrusteeRedemption Date, if redeemed during the twelve month period beginning on December 15 of each year listed below: 2012 103.000% 2013 and thereafter 100.000% Notwithstanding the foregoing, the Company, at its option, may redeem in the aggregate up to each Holder 35% of the principal amount of Notes issued under this Indenture (including additional Notes issued under the Indenture in the future) at any time and from time to time prior to December 15, 2012 at a Redemption Price equal to 110% of the aggregate principal amount so redeemed, plus accrued and unpaid interest to the address Redemption Date, out of the net cash proceeds of one or more Equity Offerings; provided, that at least 60% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of any such Holder appearing in redemption and that any such redemption occurs within 90 days following the Notes Registerclosing of any such Equity Offering. In addition, at any time prior to December 15, 2012, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice to Holders of the Notes, at a redemption price (expressed as a percentage Redemption Price equal to 100% of the principal amount of the Notes to be redeemed) equal to 100.000% redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding, the date of redemption (the “Redemption Date”), subject to the rights of Holders of the Notes on the relevant record date Record Date to receive interest due on the relevant interest payment date. (b) At any time and Interest Payment Date. In addition, the Company may from time to time prior to November 1acquire Notes by means other than redemption, 2025, the Company may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage of the principal amount of Notes to be redeemed) equal to 108.75%, plus accrued and unpaid interest, if any, to but excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received whether by the Company of one or more Equity Offerings of the Company; provided that not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses (a) and (b) of this Section 5.6, the Notes shall not be redeemable at the Company’s option prior to November 1, 2025. (d) At any time and from time to time on or after November 1, 2025, the Company may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on November 1 of each of the years indicated in the table below: Year Percentage 2025 104.375% 2026 and thereafter 100.000% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but excluding, the date of such redemption. In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer open market purchases, negotiated transactions or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offerotherwise. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (g) Any redemption pursuant to this Section 5.6 shall be made pursuant to the provisions of Sections 5.1 through 5.6.

Appears in 1 contract

Sources: Indenture (Catalyst Paper Corp)

Optional Redemption. (a) At any time prior to November 1October 15, 20252023, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes in whole or in part, at its optionissued under the Indenture (including any Additional Notes), upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing notice as provided in the Notes RegisterIndenture, at a redemption price (expressed as a percentage equal to 105.000% of the principal amount of the Notes to be redeemed) equal to 100.000% , plus the Applicable Premium as of, and accrued and unpaid interest, if any, to to, but excluding, the date of redemption (subject to the “Redemption rights of Holders on the relevant record date to receive interest on the relevant Interest Payment Date), with an amount of cash not greater than the net cash proceeds of an Equity Offering, provided that: (A) at least 65% of the aggregate principal amount of Notes originally issued on the Issue Date (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (unless all such Notes are redeemed substantially concurrently); and (B) the redemption occurs within 180 days after the date of the closing of such Equity Offering. (b) At any time prior to October 15, 2023, the Company may on any one or more occasions redeem all or a part of the Notes, upon notice as provided in the Indenture, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of the redemption date, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date. (bc) At any time The Company may redeem Notes when permitted by, and from time pursuant to time the conditions in, Section 4.15(e) of the Indenture. (d) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to November 1October 15, 20252023. (e) On or after October 15, 2023, the Company may, may on any one or more occasionsoccasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing notice as provided in the Notes RegisterIndenture, redeem up to 40% of at the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price prices (expressed as a percentage percentages of the principal amount of Notes to be redeemedamount) equal to 108.75%set forth below, plus accrued and unpaid interest, if any, to on the Notes redeemed, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company of one or more Equity Offerings of the Company; provided that not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses (a) and (b) of this Section 5.6, the Notes shall not be redeemable at the Company’s option prior to November 1, 2025. (d) At any time and from time to time on or after November 1, 2025, the Company may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on November 1 of each October 15 of the years indicated in below, subject to the table belowrights of Holders on the relevant record date to receive interest on the relevant Interest Payment Date: Year Percentage 2023 102.500 % 2024 101.250 % 2025 104.375% 2026 and thereafter 100.000% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90100.000 % in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but excluding, the date of such redemption. In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Dateredemption date. (g) Any redemption pursuant to this Section 5.6 shall be made pursuant to the provisions of Sections 5.1 through 5.6.

Appears in 1 contract

Sources: Indenture (Bonanza Creek Energy, Inc.)

Optional Redemption. (a) At any time prior and from time to November 1, 2025time before the Par Call Date, the Company may redeem the Notes 2029 Notes, in whole or in part, at its the Company’s option, upon not less than 10 nor more than 60 days’ prior notice, with at a copy price equal to the Trusteegreater of: (1) 100% of the aggregate principal amount of any 2029 Notes being redeemed, to each Holder and (2) the sum of Notes the present values of the applicable Remaining Scheduled Payments discounted to the address Redemption Date on a semi-annual basis (assuming a 360-day year consisting of such Holder appearing twelve 30-day months or, in the Notes Registercase of an incomplete month, the number of days elapsed) at a redemption price (expressed as a percentage of the Treasury Rate, plus 30 basis points, together with, in each case, accrued and unpaid interest on the principal amount of the 2029 Notes to be redeemed) equal to 100.000% plus the Applicable Premium as ofredeemed to, and accrued and unpaid interest, if any, to but excluding, the date of redemption (the “Redemption Date”). On or after the Par Call Date of the 2029 Notes, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (b) At 2029 Notes will be redeemable in whole at any time and or in part, from time to time prior to November 1time, 2025, at the Company may, on one or more occasionsCompany’s option, upon not less than at least 10 nor days’ but no more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage equal to 100% of the principal amount of the 2029 Notes to be redeemed) equal to 108.75%, plus accrued and unpaid interest, if any, to but excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company of one or more Equity Offerings of the Company; provided that not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses (a) and (b) of this Section 5.6, the Notes shall not be redeemable at the Company’s option prior to November 1, 2025. (d) At any time and from time to time on or after November 1, 2025, the Company may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereonthereon to, if anybut excluding, to but excluding the applicable Redemption Date. The 2029 Notes are also redeemable by the Company, subject to the right of Holders of record in whole but not in part, at 100% of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on November 1 of each of the years indicated in the table below: Year Percentage 2025 104.375% 2026 and thereafter 100.000% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding 2029 Notes validly tender plus any accrued and do not validly withdraw such Notes in such tender offer and unpaid interest to the Redemption Date (including any Additional Amounts) at the Company’s option at any time prior to their maturity if, or any third party making such tender offer due to a Change in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, Tax Law: (i) the Company or such third party shall have any Guarantor, in accordance with the right upon not less than 10 nor more than 60 days’ prior noticeSupplemental Indenture No. 3, with a copy has, or would, become obligated to the Trustee, pay any Additional Amounts to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but excluding, the date of such redemption. In determining whether the Holders of at least 90% the 2029 Notes; (ii) in the case of any Guarantor, (A) the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offerParent would be unable, including a Change of Control Offer or Asset Disposition Offerfor reasons outside its control, Notes owned to procure payment by the Company or its Affiliates any other Guarantor or (B) the procuring of such payment by funds controlled the Company and each such other Guarantor would be subject to withholding taxes imposed by a Relevant Taxing Jurisdiction; and (iii) such obligation cannot otherwise be avoided by such Guarantor, the Parent or managed by any Affiliate of the Company, or any successor thereof, shall be deemed taking reasonable measures available to be outstanding for the purposes of such tender offerit. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (g) Any redemption pursuant to this Section 5.6 shall be made pursuant to the provisions of Sections 5.1 through 5.6.

Appears in 1 contract

Sources: Supplemental Indenture (British American Tobacco p.l.c.)

Optional Redemption. (a) At any time prior to November 1On and after December 15, 2025, 2028 the Company may redeem the Notes in whole or in partredeem, at its option, all or, from time to time, part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, notice (with a copy to the Trustee), to each Holder at the applicable Redemption Price set forth below (expressed as a percentage of the principal amount of Notes to be redeemed), plus accrued and unpaid interest on the address Notes, if any, to, but excluding, the applicable Redemption Date (subject to the right of such Holder appearing in Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the 12-month period beginning on December 15 of each of the years indicated below: 2028 103.3750 % 2029 101.6875 % 2030 and thereafter 100.0000 % Prior to December 15, 2028, the Company may redeem, at its option, all or, from time to time, part of the Notes, upon not less than 10 nor more than 60 days’ prior notice (with a copy to the Trustee) at a Redemption Price equal to the sum of (i) 100% of the principal amount thereof, plus (ii) the Applicable Premium as of the Redemption Date, plus (iii) accrued and unpaid interest on the Notes, 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). In addition, prior to December 15, 2028, the Company will be entitled at its option on one or more occasions to redeem the Notes Register, in an aggregate principal amount not to exceed 40% of the aggregate principal amount of the Notes (including any Additional Notes) originally issued prior to the applicable Redemption Date at a redemption price Redemption Price (expressed as a percentage of the principal amount of the Notes to be redeemed) equal to 100.000% plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding, the date of redemption (the “Redemption Date”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to November 1, 2025, the Company may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage of the principal amount of Notes to be redeemed) equal to 108.75106.750%, plus accrued and unpaid interestinterest on the Notes, if any, to to, but excluding, the applicable Redemption Date, Date (subject to the right of Holders of record of the Notes on the relevant record date Record Date to receive interest due on the relevant interest payment dateInterest Payment Date), with the net cash proceeds received by the Company of from one or more Qualified Equity Offerings of the Company; provided that not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrentlyOfferings; provided, furtherhowever, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses (a) and (b) of this Section 5.6, the Notes shall not be redeemable at the Company’s option prior to November 1, 2025. (d) At any time and from time to time on or after November 1, 2025, the Company may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on November 1 of each of the years indicated in the table below: Year Percentage 2025 104.375% 2026 and thereafter 100.000% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but excluding, the date of such redemption. In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (g) Any redemption pursuant to this Section 5.6 shall be made pursuant to the provisions of Sections 5.1 through 5.6.that:

Appears in 1 contract

Sources: Supplemental Indenture (Onemain Finance Corp)

Optional Redemption. 5.1.1. On or prior to the third anniversary of the Closing Date, if (w) Issuer proposes to enter into a merger or consolidation that will result in a Change of Control or Issuer proposes to enter into an acquisition or an asset disposition that is not permitted under this Agreement (any such merger, consolidation, acquisition or asset disposition, a “Prohibited Transaction”), (x) Issuer has requested in writing that the Required Noteholders provide a written consent or waiver to permit such Prohibited Transaction, (y) Required Noteholders have not provided such written consent or waiver within ten (10) Business Days following request therefor from Issuer and (z) Issuer has provided at least thirty (30) days prior written notice (together with definitive executed documentation with respect to such Prohibited Transaction) to the Noteholders by 12:00 noon (New York City time), then Issuer may redeem all (but not less than all) of the Notes, on the date such Prohibited Transaction is consummated, at a price in cash (the “Prohibited Transaction Redemption Amount”) equal to the greater of (i) the sum of (a) At any time prior the amount of principal of the Notes outstanding, plus (b) the accrued but unpaid interest on such outstanding Notes, if any, to November 1the date of the redemption, 2025plus (c) the Make-Whole Amount and (ii) the sum of (a) the Thirty Day VWAP multiplied by the number of shares of Common Stock into which the redeemed Notes are then convertible pursuant to this Agreement and (b) the accrued and unpaid interest on the Notes. 5.1.2. Following the third anniversary of the Closing Date, the Company Issuer may redeem the Notes on any Business Day, in whole or an aggregate minimum per payment amount of $1,000,000 and in partintegral multiples of $1,000,000 in excess of $1,000,000, or, in each case such lesser amount as is then outstanding, at its option, any time upon not less than 10 nor more than 60 days’ five (5) Business Days prior notice, with a copy written notice given to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes RegisterNoteholders by 12:00 noon (New York City time), at a price in cash (the “Optional Redemption Amount”) equal to (a) the amount of principal of the Notes to be redeemed, plus (b) the accrued but unpaid interest on the principal amount so redeemed, if any, to the date set for redemption, plus (c) a redemption price (expressed as a percentage of fee equal to the principal amount of the Notes so redeemed multiplied by 15% (the “Applicable Premium”). 5.1.3. If Issuer elects to redeem any of the Notes pursuant to this Section 5.1, the written notice to be redeemeddelivered by Issuer to each Noteholder of such Notes pursuant to Section 5.1.1 or Section 5.1.2 shall include: (a) equal the date of such redemption (the “Optional Redemption Date”); (b) such Noteholder’s Prohibited Transaction Redemption Amount or Optional Redemption Amount; (c) that on the Optional Redemption Date, if the Noteholder has not previously elected to 100.000% plus convert the Applicable Premium as ofapplicable Notes into Common Stock, such Notes shall automatically and accrued without further action by the Noteholder thereof (and unpaid interestwhether or such Notes are surrendered) be redeemed for such Noteholder’s Prohibited Transaction Redemption Amount or Optional Redemption Amount; (d) that payment of the Prohibited Transaction Redemption Amount or Optional Redemption Amount will be made to the Noteholder on the Redemption Date to the account specified by such Noteholder to Issuer in writing; (e) that the Noteholder’s right to elect to convert any Notes that Issuer has elected to redeem pursuant to Section 5.1.1 or Section 5.1.2 will end at 5:00 p.m. (New York City time) on the Business Day immediately preceding the Optional Redemption Date; and (f) the number of shares of Common Stock and the amount of cash, if any, that a Noteholder would receive upon conversion of such Notes if a Noteholder elects to but excluding, the date of redemption (the “Redemption Date”), subject convert such Notes prior to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to November 1, 2025, the Company may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage of the principal amount of Notes to be redeemed) equal to 108.75%, plus accrued and unpaid interest, if any, to but excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company of one or more Equity Offerings of the Company; provided that not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses (a) and (b) of this Section 5.6, the Notes shall not be redeemable at the Company’s option prior to November 1, 2025. (d) At any time and from time to time on or after November 1, 2025, the Company may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on November 1 of each of the years indicated in the table below: Year Percentage 2025 104.375% 2026 and thereafter 100.000% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but excluding, the date of such redemption. In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Optional Redemption Date. (g) Any redemption pursuant to this Section 5.6 shall be made pursuant to the provisions of Sections 5.1 through 5.6.

Appears in 1 contract

Sources: Debt Subordination Agreement (Cross Country Healthcare Inc)

Optional Redemption. (a) At any time prior to November 1March 15, 20252023, the Company Issuer may redeem the Notes in whole or in part, at its option, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at a redemption price (expressed as a percentage of the principal amount of the Notes to be redeemed) equal to 100.000% plus the relevant Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding, the date of redemption (the “Redemption Date”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to November 1March 15, 20252023, the Company Issuer may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 4040.0% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage of the principal amount of Notes to be redeemed) equal to 108.75108.625%, plus accrued and unpaid interest, if any, to but excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company Issuer of one or more Equity Offerings of the CompanyIssuer; provided that not less than 5040.0% of the original aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including excluding Additional Notes but excluding and Notes held by the Company Issuer and its Subsidiaries or any of its Restricted Subsidiaries), Affiliates) unless all such Notes are redeemed substantially concurrently; provided, further, provided further that each such redemption occurs not later than 180 within 120 days after of the date of the closing of the related such Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) At any time and from time to time on or prior to March 15, 2023 but not more than once during each consecutive twelve-month period, the Issuer may redeem up to 10% of the then outstanding aggregate principal amount of the Notes issued under this Indenture (including any Additional Notes) during each such twelve-month period, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at a redemption price (expressed as a percentage of the principal amount of the Notes to be redeemed) equal to 103.000% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date. (d) Except pursuant to clauses (a), (b), (c) and (bf) of this Section 5.65.7, the Notes shall will not be redeemable at the CompanyIssuer’s option prior to November 1March 15, 20252023. (de) At any time and from time to time on or after November 1March 15, 20252023, the Company Issuer may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on November 1 March 15 of each of the years indicated in the table below: Year Percentage 2023 104.313 % 2024 102.156 % 2025 104.375% 2026 and thereafter 100.000100.000 % (ef) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer, Asset Sale Offer or Asset Disposition Excess Cash Flow Offer, if Holders of not less than 9090.0% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the CompanyIssuer, or any third party other Person making such tender offer in lieu of the CompanyIssuer, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company Issuer or such third party other Person shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but excluding, the date of such redemption. In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (fg) Unless the Company Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (gh) Any redemption pursuant to this Section 5.6 5.7 shall be made pursuant to the provisions of Sections 5.1 through 5.6.

Appears in 1 contract

Sources: Indenture (CPI Card Group Inc.)

Optional Redemption. (a) At any time prior to November April 1, 20252023, the Company may redeem the Notes Notes, in whole or but not in part, at its option, upon not less than 10 nor more than 60 days' prior notice, with a copy to the Trustee, written notice sent to each Holder or otherwise in accordance with the procedures of Notes to the address of such Holder appearing in the Notes Register, Depositary at a redemption price (expressed as a percentage equal to 100% of the aggregate principal amount of the Notes to be redeemed) equal to 100.000% plus the Applicable Premium as ofPremium, and plus accrued and unpaid interest, if any, to but excluding, the redemption date of redemption (the “Redemption Date”), subject to the rights right of Holders of record on the relevant record date Record Date to receive interest due on an Interest Payment Date falling on or prior to such redemption date). Promptly after the relevant interest payment datedetermination thereof, the Company shall give the Trustee notice of the redemption price provided for in this Section 3.07(a), and the Trustee shall not be responsible for such calculation. (b) At any time and from time Prior to time prior to November April 1, 20252023, the Company may, may on any one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, occasions redeem up to 40% of the original aggregate principal amount of the Notes issued under this Indenture on the Issue Date (together with calculated after giving effect to any issuance of Additional Notes) with funds in an aggregate amount not exceeding the aggregate Net Cash Proceeds of one or more Equity Offerings, at a redemption price (expressed as a percentage equal to 104.50% of the aggregate principal amount of Notes to be redeemed) equal to 108.75%thereof, plus accrued and unpaid interest, if any, to but excluding, the applicable Redemption Date, redemption date (subject to the right of Holders of record of the Notes on the relevant record date Record Date to receive interest due on the relevant interest payment an Interest Payment Date falling on or prior to such redemption date, with the net cash proceeds received by the Company of one or more Equity Offerings of the Company); provided that not less than (1) at least 50% of the original aggregate principal amount of the then-outstanding Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after the occurrence of each such redemption redemption; and (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each 2) such redemption occurs not later than within 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses clause (a) and ), (b) or (f) of this Section 5.63.07 or pursuant to Section 3.09, the Notes shall not be redeemable at the Company’s 's option prior to November April 1, 20252023. (d) At any time On and from time to time on or after November April 1, 20252023, the Company may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior ' notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages a percentage of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereoninterest, if any, on the Notes to but excluding the applicable Redemption Date, redemption date (subject to the right of Holders of record of the Notes on the relevant record date Record Date to receive interest due on the relevant interest payment an Interest Payment Date falling on or prior to such redemption date), if redeemed during the twelve12-month period beginning on November April 1 of each of the years indicated in the table below: Year Percentage 2023 102.250% 2024 101.125% 2025 104.375% 2026 and thereafter 100.000% % (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but excluding, the date of such redemption. In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (g) Any redemption pursuant to this Section 5.6 3.07 shall be made pursuant to the provisions of Sections 5.1 3.01 through 5.63.06.

Appears in 1 contract

Sources: Indenture (Hudbay Minerals Inc.)

Optional Redemption. (a) Except as provided in this Section 3.07, the Notes will not be redeemable at the Company’s option prior to July 15, 2020. (b) At any time prior to November 1July 15, 20252020, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes in whole or in part, at its optionissued under this Indenture, upon not less than 10 15 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at a redemption price (expressed as a percentage equal to 108.000% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to be the redemption date (subject to the rights of holders of Notes on the relevant record date to receive interest on the relevant interest payment date) with an amount not to exceed the net cash proceeds of one or more Equity Offerings of the Company consummated after the Issue Date; provided that: (1) at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (unless all such Notes are otherwise repurchased or redeemed); and (2) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (c) At any time prior to July 15, 2020, the Company may on any one or more occasions redeem all or a part of the Notes upon not less than 15 nor more than 60 days’ notice, at a redemption price equal to 100.000100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding, the date of redemption (the “Redemption Date”)redemption, subject to the rights of Holders holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. (bd) At any time and from time to time prior to November 1On or after July 15, 20252020, the Company may, may on any one or more occasionsoccasions redeem all or a part of the Notes, upon not less than 10 15 nor more than 60 days’ prior notice, with a copy to at the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price prices (expressed as a percentage of the principal amount of Notes to be redeemedthe Notes) equal to 108.75%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 of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company of one or more Equity Offerings of the Company; provided that not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses (a) and (b) of this Section 5.6, the Notes shall not be redeemable at the Company’s option prior to November 1, 2025. (d) At any time and from time to time on or after November 1, 2025, the Company may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on November 1 of each July 15 of the years indicated in the table below: Year Percentage 2025 104.3752020 104.000% 2026 2021 102.667% 2022 101.333% 2023 and thereafter 100.000% (e) Notwithstanding % If an optional redemption date is on or after an interest record date and on or before the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holdersrelated interest payment date, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereonwill be paid to the Person in whose name the Notes is registered at the close of business on such record date, and no additional interest will be payable to but excluding, Holders whose Notes will be subject to redemption by the date Company. The Company or any of such redemption. In determining whether the Holders of its Restricted Subsidiaries may at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered any time and not validly withdrawn such from time to time purchase Notes in a tender offer, including a Change of Control Offer the open market or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (f) otherwise. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Dateredemption date. (ge) Any redemption pursuant to this Section 5.6 3.07 shall be made pursuant to the provisions of Sections 5.1 3.01 through 5.63.06.

Appears in 1 contract

Sources: Indenture (Post Holdings, Inc.)

Optional Redemption. (a) At any time prior Prior to November 1, 2025the Par Call Date, the Company Issuers may redeem all or part of the Notes, after having sent a notice of redemption as described in Section 3.03 of the Original Indenture (except that, for the purposes of the Notes in whole or in partissued under the Twentieth Supplemental Indenture, at its option, such notice shall be required to be sent upon not less than 10 15 nor more than 45 days’ notice, rather than upon not less than 30 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register), at a redemption price equal to the greater of (expressed as a percentage i) 100% of the principal amount of Notes or (ii) the Notes sum of the present value at such redemption date of all remaining scheduled payments of principal and interest on such Note through the Par Call Date (excluding accrued but unpaid interest to be redeemed) the redemption date), discounted to the date of redemption using a discount rate equal to 100.000% the Treasury Rate plus the Applicable Premium as of35 basis points, and plus, in each case, accrued and unpaid interest, if any, to to, but excludingnot including, the date of redemption (the “Redemption Date”)date, subject to the rights right of Holders holders of record on the relevant record date Record Date to receive interest due on the relevant interest payment dateInterest Payment Date. (b) At On or after the Par Call Date, the Notes may be redeemed at the Issuers’ option, at any time and in whole or from time to time prior to November 1in part, 2025, the Company may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage equal to 100% of the principal amount of the Notes to be being redeemed) equal to 108.75%, plus accrued and unpaid interest, if any, to to, but excludingnot including, the applicable Redemption Dateredemption date, subject to the right of Holders holders of record of the Notes on the relevant record date Record Date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company of one or more Equity Offerings of the Company; provided that not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses (a) and (b) of this Section 5.6, the Notes shall not be redeemable at the Company’s option prior to November 1, 2025. (d) At any time and from time to time on or after November 1, 2025, the Company may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on November 1 of each of the years indicated in the table below: Year Percentage 2025 104.375% 2026 and thereafter 100.000% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but excluding, the date of such redemption. In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Interest Payment Date. (g) Any redemption pursuant to this Section 5.6 shall be made pursuant to the provisions of Sections 5.1 through 5.6.

Appears in 1 contract

Sources: Twentieth Supplemental Indenture (AerCap Holdings N.V.)

Optional Redemption. (a) At any time, or from time to time, prior to November March 1, 20252025 (the “Par Call Date”), the Company may may, at its option, redeem the Notes in whole or in partpart upon not less than 10 nor more than 60 days’ prior notice delivered electronically to each Holder or mailed by first-class mail, postage prepaid, to each Holder of the Notes to the address of such Holder appearing in the Note Register, in each case with a copy to the Trustee, at a redemption price equal to 100% of the principal amount of Notes redeemed, plus the Applicable Premium, plus accrued and unpaid interest to, but excluding, the date of redemption (the “Redemption Date”) (subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant interest payment date falling on or prior to the applicable Redemption Date). At any time on or after the Par Call Date, the Company may, at its option, redeem the Notes in whole or in part upon not less than 10 nor more than 60 days’ prior notice delivered electronically to each Holder or mailed by first class mail, postage prepaid, to each Holder to the address of such Holder appearing in the Note Register, in each case with a copy to the Trustee, at a redemption price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date (subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the applicable Redemption Date. In addition, prior to June 1, 2022, the Company may on one or more occasions, at its option, upon not less than 10 nor more than 60 days’ prior noticenotice delivered electronically to each Holder or mailed by first-class mail, with a copy to the Trusteepostage prepaid, to each Holder of Notes to the address of such Holder appearing in the Notes Note Register, in each case with a copy to the Trustee, redeem up to 40% of the aggregate principal amount of Notes (including Additional Notes) issued under this Indenture at a redemption price (expressed as a percentage equal to 107.375% of the aggregate principal amount of the Notes to be redeemed) equal to 100.000% thereof, plus the Applicable Premium as of, and accrued and unpaid interestinterest thereon to, if any, to but excluding, the date of redemption applicable Redemption Date (the “Redemption Date”), subject to the rights of Holders on the relevant record date Record Date to receive interest due on the relevant interest payment date. (b) At any time and from time to time date falling on or prior to November 1, 2025, the Company may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage of the principal amount of Notes to be redeemed) equal to 108.75%, plus accrued and unpaid interest, if any, to but excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date), with the net cash proceeds received by the Company of one or more Equity Offerings of the Company or any direct or indirect parent of the Company to the extent such net cash proceeds are contributed to the Company; provided that not less than at least 50% of the aggregate principal amount of the then-outstanding Notes originally issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrentlyredemption; provided, further, that each such redemption occurs not later than within 180 days after of the date of closing of the related each such Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses (a) and (b) of this Section 5.6, the Notes shall not be redeemable at the Company’s option prior to November 1, 2025. (d) At any time and from time to time on or after November 1, 2025, the Company may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on November 1 of each of the years indicated in the table below: Year Percentage 2025 104.375% 2026 and thereafter 100.000% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but excluding, the date of such redemption. In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (g) Any redemption pursuant to this Section 5.6 shall be made pursuant to the provisions of Sections 5.1 through 5.6.

Appears in 1 contract

Sources: Indenture (NMI Holdings, Inc.)

Optional Redemption. (a) Except as provided in this Section 3.07, the Notes will not be redeemable at the Company’s option prior to September 15, 2018. (b) At any time prior to November 1September 15, 20252018, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes in whole or in part, at its optionissued under this Indenture, upon not less than 10 15 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at a redemption price (expressed as a percentage equal to 107.750% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to be the redemption date (subject to the rights of holders of Notes on the relevant record date to receive interest on the relevant interest payment date) with an amount not to exceed the net cash proceeds of one or more Equity Offerings of the Company consummated after the Issue Date; provided that: (1) at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (unless all such Notes are otherwise repurchased or redeemed); and (2) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (c) At any time prior to September 15, 2018, the Company may on any one or more occasions redeem all or a part of the Notes upon not less than 15 nor more than 60 days’ notice, at a redemption price equal to 100.000100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding, the date of redemption (the “Redemption Date”)redemption, subject to the rights of Holders holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. (bd) At any time and from time to time prior to November 1On or after September 15, 20252018, the Company may, may on any one or more occasionsoccasions redeem all or a part of the Notes, upon not less than 10 15 nor more than 60 days’ prior notice, with a copy to at the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price prices (expressed as a percentage of the principal amount of Notes to be redeemedthe Notes) equal to 108.75%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 of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company of one or more Equity Offerings of the Company; provided that not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses (a) and (b) of this Section 5.6, the Notes shall not be redeemable at the Company’s option prior to November 1, 2025. (d) At any time and from time to time on or after November 1, 2025, the Company may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on November 1 of each September 15 of the years indicated in the table below: Year Percentage 2025 104.3752018 105.813% 2026 2019 103.875% 2020 101.938% 2021 and thereafter 100.000% (e) Notwithstanding % If an optional redemption date is on or after an interest record date and on or before the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holdersrelated interest payment date, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereonwill be paid to the Person in whose name the Notes is registered at the close of business on such record date, and no additional interest will be payable to but excluding, Holders whose Notes will be subject to redemption by the date Company. The Company or any of such redemption. In determining whether the Holders of its Restricted Subsidiaries may at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered any time and not validly withdrawn such from time to time purchase Notes in a tender offer, including a Change of Control Offer the open market or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (f) otherwise. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Dateredemption date. (ge) Any redemption pursuant to this Section 5.6 3.07 shall be made pursuant to the provisions of Sections 5.1 3.01 through 5.63.06.

Appears in 1 contract

Sources: Indenture (Post Holdings, Inc.)

Optional Redemption. (a) At any time prior to November 1October 15, 2025, 2022 the Company Co-Issuers may on one or more occasions redeem the Notes Notes, in whole or in part, at its option, upon not less than 10 15 nor more than 60 days’ prior noticenotice delivered electronically to each Holder or mailed by first-class mail, with a copy to the Trusteepostage prepaid, to each Holder of the Notes to the address of such Holder appearing in the Notes Note Register, in each case with a copy to the Trustee, at a redemption price (expressed as a percentage equal to 100% of the principal amount of the Notes to be redeemed) equal to 100.000% redeemed plus the Applicable Premium as of, and accrued and unpaid interestinterest and Additional Amounts, if any, to to, but excluding, the date of redemption (the “Redemption Date”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time date falling on or prior to November 1the Redemption Date. On and after October 15, 20252022, the Company may, Co-Issuers may on one or more occasionsoccasions redeem the Notes, in whole or in part, upon not less than 10 15 nor more than 60 days’ prior noticenotice delivered electronically to each Holder or mailed by first class mail, with a copy to the Trusteepostage prepaid, to each Holder of the Notes to the address of such Holder appearing in the Notes Note Register, redeem up in each case with a copy to 40% the Trustee, at the Redemption Prices (expressed as percentages of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage of the principal amount of Notes to be redeemed) equal to 108.75%set forth below, plus accrued and unpaid interestinterest thereon and Additional Amounts, if any, to to, but excluding, the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Date, if redeemed during the twelve-month period beginning on October 15 of each of the years indicated below: Year Percentage 2022 103.250 % 2023 101.625 % 2024 and thereafter 100.000 % In addition, prior to October 15, 2022, the Co-Issuers may on one or more occasions, at their option, redeem up to 40% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 106.500% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon and Additional Amounts, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment datedate falling on or prior to the Redemption Date, with the net cash proceeds received by the Company of one or more Equity Offerings of the CompanyIssuer or any direct or indirect parent of the Issuer to the extent such net cash proceeds are contributed to the Issuer; provided that not less than at least 50% of the aggregate principal amount of the then-outstanding Notes originally issued under this the Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrentlyredemption; provided, further, further that each such redemption occurs not later than within 180 days after of the date of closing of the related each such Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses (a) and (b) of this Section 5.6, the Notes shall not be redeemable at the Company’s option prior to November 1, 2025. (d) At any time and from time to time on or after November 1, 2025, the Company may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on November 1 of each of the years indicated in the table below: Year Percentage 2025 104.375% 2026 and thereafter 100.000% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but excluding, the date of such redemption. In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (g) Any redemption pursuant to this Section 5.6 shall be made pursuant to the provisions of Sections 5.1 through 5.6.

Appears in 1 contract

Sources: Indenture (Telesat Canada)

Optional Redemption. (a) At any time prior to November 1, 2025, The Company will have the Company may redeem the Notes in whole or in partright, at its option, upon not less than 10 nor more than 60 days’ prior notice, with to redeem a copy to the Trustee, to each Holder series of Notes to the address of such Holder appearing in the Notes Register, at a redemption price (expressed as a percentage of the principal amount of the Notes to be redeemed) equal to 100.000% plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding, the date of redemption (the “Redemption Date”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to November 1, 2025, the Company may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage of the principal amount of Notes to be redeemed) equal to 108.75%, plus accrued and unpaid interest, if any, to but excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company of one or more Equity Offerings of the Company; provided that not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses (a) and (b) of this Section 5.6, the Notes shall not be redeemable at the Company’s option prior to November 1, 2025. (d) At any time and from time to time on or after November 1, 2025, the Company may redeem the Notes, in whole or in part, upon not less than at any time and from time to time, prior to the applicable Par Call Date (as defined herein), on at least 10 nor days’, but no more than 60 days’, prior notice, written notice mailed or electronically delivered by the Company (or otherwise transmitted in accordance with a copy the applicable clearing system’s procedures) to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount Holders of the Notes to be redeemed. Upon redemption of the Notes of any series, the Company will pay a Redemption Price equal to the greater of: (a) set forth 100% of the principal amount of the Notes of that series to be redeemed; and (b) the sum of the present values of the Remaining Scheduled Payments (as defined herein) of principal and interest on the Notes to be redeemed that would be due if the Notes matured on the applicable Par Call Date (not including any portion of such payments of interest accrued as of the Redemption Date), discounted to the Redemption Date on an ACTUAL/ACTUAL (ICMA) day count basis, at the applicable Comparable Government Bond Rate (as defined herein) plus 0.200% (20 basis points) in the table belowcase of the 2032 Notes, and 0.250% (25 basis points) in the case of the 2037 Notes, in each case, plus accrued and unpaid interest thereonto, if anybut not including, to but excluding the applicable Redemption Date, subject to the right date of Holders of record of the Notes redemption on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on November 1 of each of the years indicated in the table below: Year Percentage 2025 104.375% 2026 and thereafter 100.000% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and being redeemed. At any time on or after the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holdersapplicable Par Call Date, the Company may redeem a series of Notes, in whole or such third party shall have in part, at any time and from time to time, at a Redemption Price equal to 100% of the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to principal amount of the Trustee, to each Holder applicable series of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, be redeemed plus accrued and unpaid interestinterest to, if any, thereon, to but excludingnot including, the date of such redemption. In determining whether redemption on the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offerbeing redeemed. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (g) Any redemption pursuant to this Section 5.6 shall be made pursuant to the provisions of Sections 5.1 through 5.6.

Appears in 1 contract

Sources: Supplemental Indenture (Fedex Corp)

Optional Redemption. (a) At any time prior to November 1April 15, 20252022, the Company may redeem the Notes Notes, in whole or but not in part, at its option, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, notice mailed to each Holder or otherwise sent in accordance with the procedures of Notes to the address of such Holder appearing in the Notes RegisterDepositary, at a redemption price equal to 100% of the principal amount of the Notes plus the Applicable Premium 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 an Interest Payment Date falling on or prior to the redemption date. Promptly after the determination thereof, the Company shall give the Trustee notice of the redemption price provided for in this Section 3.07(a), and the Trustee shall not be responsible for such calculation. (b) Prior to April 15, 2022, the Company may on any one or more occasions redeem up to 40% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) upon not less than 10 nor more than 60 days’ notice, with the Net Cash Proceeds of one or more Equity Oferings at a redemption price of 105.250% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon (which accrued and unpaid interest need not be funded with the Net Cash Proceeds of any such Equity Offering), 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 falling on or prior to such redemption date; provided that (1) at least 50% of the sum of the original principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after the occurrence of each such redemption (unless all Notes are redeemed substantially concurrently); and (2) each such redemption occurs within 180 days of the date of closing of the applicable Equity Offering. (c) Except pursuant to Section 3.07(a), (b) or (e), the Notes shall not be redeemable at the Company’s option prior to April 15, 2022. (d) On and after April 15, 2022, the Company may redeem the Notes, in whole or in part, upon notice pursuant to Section 3.03 at the redemption prices (expressed as a percentage of the principal amount of the Notes to be redeemed) equal to 100.000% plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding, the date of redemption (the “Redemption Date”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to November 1, 2025, the Company may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage of the principal amount of Notes to be redeemed) equal to 108.75%, plus accrued and unpaid interest, if any, to but excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company of one or more Equity Offerings of the Company; provided that not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses (a) and (b) of this Section 5.6, the Notes shall not be redeemable at the Company’s option prior to November 1, 2025. (d) At any time and from time to time on or after November 1, 2025, the Company may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table belowthis Section 3.07(d), plus accrued and unpaid interest thereon, if any, to to, but excluding excluding, the applicable Redemption Dateredemption date, subject to the right of Holders of record of the Notes on the relevant record date Record Date to receive interest due on the relevant interest payment an Interest Payment Date falling on or prior to such redemption date, if redeemed during the twelve-month period beginning on November 1 of each April 15 of the years indicated in the table below: Year Percentage 2025 104.3752022 102.625 % 2026 2023 101.313 % 2024 and thereafter 100.000100.000 % (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a or Change of Control Offer or Asset Disposition Offerfor the Notes, if Holders of not less than 90% in aggregate principal amount of the then outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender an offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall will have the right right, upon not less than 10 days’ nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 60 days following such purchase date date, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to the price offered to each other Holder (excluding any early tender or incentive fee) of the Notes in such tender offer (which may be less than par) plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereonto, to but excluding, the date of such redemption. In determining whether redemption (subject to the right of Holders of at least 90% of record on the aggregate principal amount of relevant Record Date to receive interest due on the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offerrelevant Interest Payment Date). (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (g) Any redemption pursuant to this Section 5.6 3.07 shall be made pursuant to the provisions of Sections 5.1 3.01 through 5.63.06. (g) The Company or its Affiliates may acquire Notes by means other than a redemption, whether by tender offer, open market purchases, negotiated transactions or otherwise, in accordance with applicable securities laws, so long as such acquisition does not otherwise violate the terms of this Indenture.

Appears in 1 contract

Sources: Senior Notes Indenture (Darling Ingredients Inc.)

Optional Redemption. (a) At any time prior to November 1, 20252022, the Company may redeem the Notes in whole or in part, at its option, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at a redemption price (expressed as a percentage of the principal amount of the Notes to be redeemed) equal to 100.000% plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding, the date of redemption (the “Redemption Date”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to November 1, 20252022, the Company may, may on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 4040.0% of the original aggregate principal amount of Notes issued under this the Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage of the principal amount of Notes to be redeemed) equal to 108.75106.500%, plus accrued and unpaid interest, if any, to but excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company of one or more Equity Offerings of the Company; provided that not less than 5060% of the aggregate principal amount of the then-outstanding Notes issued under this the Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses (a) and (b) of this Section 5.6, the Notes shall not be redeemable at the Company’s option prior to November 1, 2025. (d) At any time and from time to time on or after November 1, 2025, the Company may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount 5.6 of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on November 1 of each of the years indicated in the table below: Year Percentage 2025 104.375% 2026 and thereafter 100.000% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but excluding, the date of such redemption. In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offerIndenture. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (g) Any redemption pursuant to this Section 5.6 shall be made pursuant to the provisions of Sections 5.1 through 5.6.

Appears in 1 contract

Sources: Indenture (loanDepot, Inc.)

Optional Redemption. (a) At any time prior to November 1September 15, 20252027, the Company may redeem the Notes in whole or in part, at its option, upon not less than 10 nor more than 60 days’ prior notice, in accordance with a copy to the Trustee, to each Holder applicable provisions of Notes to the address of such Holder appearing in the Notes Registerthis Article V, at a redemption price (expressed as a percentage of the principal amount of the Notes to be redeemed) equal to 100.000% of the principal amount of Notes redeemed plus the relevant Applicable Premium as of, and accrued and unpaid interest, if any, to to, but excluding, the date of redemption (the “Redemption Date”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to November 1September 15, 20252027, the Company may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, in accordance with a copy to the Trustee, to each Holder applicable provisions of Notes to the address of such Holder appearing in the Notes Registerthis Article V, redeem up to 4040.0% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with including Additional Notes) at a redemption price (expressed as a percentage of the principal amount of the Notes to be redeemed) equal to 108.75%107.750% of the principal amount of such Notes, plus accrued and unpaid interestinterest thereon, if any, to to, but excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds Net Cash Proceeds received by the Company of one or more from any Equity Offerings of the Company; provided that not less than 5050.0% of the aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by Holdings, the Company or any of its Restricted Subsidiaries), ) unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) In addition, at any time and from time to time prior to September 15, 2027, the Company may redeem up to 10.0% of the aggregate principal amount of the Notes issued under this Indenture (including Additional Notes) during any twelve-month period, in accordance with the applicable provisions of this Article V, at a redemption price equal to 103.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. (d) [Reserved]. (e) Except pursuant to clauses (a), (b) and (bc) of this Section 5.65.7, the Notes shall will not be redeemable at the Company’s option prior to November 1September 15, 20252027. (df) At any time and from time to time on or after November 1September 15, 20252027, the Company may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior noticein accordance with the applicable provisions of this Article V, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereoninterest, if any, on the Notes redeemed, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on November 1 September 15 of each of the years indicated in the table below: Year Period Percentage 2025 104.3752027 103.875 % 2026 2028 101.938 % 2029 and thereafter 100.000100.000 % (eg) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer, Collateral Asset Disposition Offer or Asset Disposition Offer, if Holders of not less than 9090.0% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right right, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to to, but excluding, the date of such redemption. In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer, Collateral Asset Disposition Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (fh) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (gi) Any redemption pursuant to this Section 5.6 5.7 shall be made pursuant to the provisions of Sections 5.1 through 5.6.

Appears in 1 contract

Sources: Indenture (Wayfair Inc.)

Optional Redemption. (a) Except as provided in this paragraph (5), the Notes will not be redeemable at the Company’s option prior to March 15, 2031. (b) At any time prior to November 1December 15, 20252028, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes in whole or in part, at its optionissued under the Indenture, upon not less than 10 days’ nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at a redemption price (expressed as a percentage equal to 106.5% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to be the redemption date (subject to the rights of holders of Notes on the relevant record date to receive interest on the relevant interest payment date) with an amount not to exceed the net cash proceeds of one or more Equity Offerings of the Company consummated after the Issue Date; provided that: (i) at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (unless all such Notes are otherwise repurchased or redeemed); and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (c) At any time prior to March 15, 2031, the Company may on any one or more occasions redeem all or a part of the Notes upon not less than 10 days’ nor more than 60 days’ notice, at a redemption price equal to 100.000100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excludingto, the date of redemption (the “Redemption Date”)redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to November 1, 2025, the Company may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder holders of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage of the principal amount of Notes to be redeemed) equal to 108.75%, plus accrued and unpaid interest, if any, to but excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with . The Company shall notify the net cash proceeds received by the Company of one or more Equity Offerings Trustee of the Company; provided that not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately Applicable Premium promptly after the occurrence of each such redemption (including Additional Notes but excluding Notes held by calculation, and the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses (a) and (b) of this Section 5.6, the Notes shall not be redeemable at the Company’s option prior to November 1, 2025responsible for such calculation. (d) At any time and from time to time on On or after November 1March 15, 20252031, the Company may on any one or more occasions redeem all or a part of the Notes, in whole or in part, upon not less than 10 days’ nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages a percentage of principal amount of the Notes to be redeemedNotes) set forth in the table below, plus accrued and unpaid interest thereoninterest, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment redemption date, if redeemed during the twelve-month period beginning on November 1 of each March 15 of the years indicated in the table below: Year Percentage 2025 104.3752031 103.250% 2026 2032 102.167% 2033 101.083% 2034 and thereafter 100.000% (e) % If an optional redemption date is on or after an interest record date and on or before the related interest payment date, the accrued and unpaid interest, if any, will be paid to the Persons in whose name the Notes are registered at the close of business on such record date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. Notwithstanding the foregoing, in connection with any tender offer for the NotesNotes (including, including a without limitation, any Change of Control Offer or Asset Disposition Net Proceeds Offer), if Holders of not less than 90% in aggregate principal amount of the outstanding Notes are validly tender tendered and do not validly withdraw such Notes withdrawn in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holderswithdrawn, the Company or such third party shall will have the right upon not less than 10 days’ nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 10 days following such purchase date date, to redeem (and the Holders of the remaining Notes shall be deemed to have agreed to surrender) all Notes that remain outstanding following such purchase at a redemption price equal to the applicable price offered to each other Holder in such offer (excluding any early tender premium or incentive fee) in such tender offer plusconsent payment), to the extent not included in the tender offer payment, plus accrued and unpaid interest, if any, thereon, to to, but excluding, the date of such redemption. In determining whether the Holders The Company or any of its Restricted Subsidiaries may at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered any time and not validly withdrawn such from time to time purchase Notes in a tender offer, including a Change of Control Offer the open market or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (f) otherwise. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Dateredemption date. (g) Any redemption pursuant to this Section 5.6 shall be made pursuant to the provisions of Sections 5.1 through 5.6.

Appears in 1 contract

Sources: Indenture (Post Holdings, Inc.)

Optional Redemption. (a) At any time prior Prior to November 1, 2025the Par Call Date, the Company Issuers may redeem all or part of the Notes, after having sent a notice of redemption as described in Section 3.03 of the Original Indenture (except that, for the purposes of the Notes in whole or in partissued under the Twenty-First Supplemental Indenture, at its option, such notice shall be required to be sent upon not less than 10 15 nor more than 45 days’ notice, rather than upon not less than 30 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register), at a redemption price equal to the greater of (expressed as a percentage i) 100% of the principal amount of Notes or (ii) the Notes sum of the present value at such redemption date of all remaining scheduled payments of principal and interest on such Note through the Par Call Date (excluding accrued but unpaid interest to be redeemed) the redemption date), discounted to the date of redemption using a discount rate equal to 100.000% the Treasury Rate plus the Applicable Premium as of25 basis points, and plus, in each case, accrued and unpaid interest, if any, to to, but excludingnot including, the date of redemption (the “Redemption Date”)date, subject to the rights right of Holders holders of record on the relevant record date Record Date to receive interest due on the relevant interest payment dateInterest Payment Date. (b) At On or after the Par Call Date, the Notes may be redeemed at the Issuers’ option, at any time and in whole or from time to time prior to November 1in part, 2025, the Company may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage equal to 100% of the principal amount of the Notes to be being redeemed) equal to 108.75%, plus accrued and unpaid interest, if any, to to, but excludingnot including, the applicable Redemption Dateredemption date, subject to the right of Holders holders of record of the Notes on the relevant record date Record Date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company of one or more Equity Offerings of the Company; provided that not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses (a) and (b) of this Section 5.6, the Notes shall not be redeemable at the Company’s option prior to November 1, 2025. (d) At any time and from time to time on or after November 1, 2025, the Company may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on November 1 of each of the years indicated in the table below: Year Percentage 2025 104.375% 2026 and thereafter 100.000% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but excluding, the date of such redemption. In determining whether the Holders of at least 90% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Interest Payment Date. (g) Any redemption pursuant to this Section 5.6 shall be made pursuant to the provisions of Sections 5.1 through 5.6.

Appears in 1 contract

Sources: Twenty First Supplemental Indenture (AerCap Holdings N.V.)

Optional Redemption. (a) At any time prior to November 1April 15, 20252003, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Senior Notes in whole or in part, and/or up to 35% of the aggregate principal amount at its option, upon not less than 10 nor more than 60 days’ prior notice, with a copy to maturity of the Trustee, to each Holder of Senior Discount Notes to originally issued under the address of such Holder appearing in the Notes Register, Indenture at a redemption price (i) for the Senior Notes, of 112.50% (expressed as a percentage of the principal amount of the Notes to be redeemed) equal to 100.000% plus the Applicable Premium as ofamount), and accrued and unpaid interest(ii) for the Senior Discount Notes, if any, to but excluding, the date of redemption (the “Redemption Date”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to November 1, 2025, the Company may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40114.50% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at a redemption price (expressed as a percentage of Accreted Value on the principal amount of Notes to be redeemed) equal to 108.75%Redemption Date), in either case plus accrued and unpaid interest, if any, interest to but excluding, the applicable Redemption Date, Date (subject to the right of Holders of record of the Notes on the relevant record date Regular Record Date that is prior to the Redemption Date to receive interest due on the relevant interest payment datean Interest Payment Date), with the net cash proceeds received by the Company of one or more Qualified Equity Offerings of the CompanyOfferings; provided that not less than 50that: (1) at least 65% of the aggregate principal amount of the then-outstanding Senior Notes and/or at least 65% of the aggregate principal amount at maturity of Senior Discount Notes issued under this Indenture on the Closing Date remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes Securities held by the Company or any of and its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each and (2) notice of such redemption occurs not later than 180 must be given within 60 days after the date consummation of closing of the related such Qualified Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (cb) Except pursuant to clauses as set forth in paragraph (a) and (b) of this Section 5.63.07, the Notes shall Securities will not be redeemable at the Company’s 's option prior to November 1April 15, 2025. (d) At any time and from time to time on 2005. On or after November 1April 15, 20252005, the Company may redeem the NotesSecurities of one or both series, in whole or from time to time in part, upon not less than 10 30 nor more than 60 days’ prior ' notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, below plus accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date, Date (subject to the right of Holders of record of the Notes on the relevant record date Regular Record Date that is prior to the Redemption Date to receive interest due on the relevant interest payment datean Interest Payment Date), if redeemed during the twelve-month period beginning on November 1 of each April 15 of the years indicated in the table below: Year Percentage 2025 104.375SENIOR DISCOUNT NOTE REDEMPTION PRICE SENIOR NOTE REDEMPTION PRICE (EXPRESSED AS (EXPRESSED AS PERCENTAGES OF PERCENTAGES OF PRINCIPAL YEAR PRINCIPAL AMOUNT) AMOUNT AT MATURITY) ---- ---------------------------- ------------------------ 2005 ................................. 106.250% 2026 107.250% 2006 ................................. 104.167% 104.833% 2007 ................................. 102.083% 102.417% 2008 and thereafter .................. 100.000% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but excluding, the date of such redemption. In determining whether the Holders of at least 90100.000% of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer. (f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (g) Any redemption pursuant to this Section 5.6 shall be made pursuant to the provisions of Sections 5.1 through 5.6.ARTICLE FOUR

Appears in 1 contract

Sources: Indenture (Leap Wireless International Inc)